Broken Gears
by PriestessOfNox
Summary: Crossover with Static Shock. READ MORE INSIDE SO IT MAKES SENSE! After a accident Brainy feels like he's loosing more and more of himself as he obsesses over a long gone twentyfirst centuary hero. Possible Pairings: BrainySuperman BrainyGear GearStatic
1. Chapter 1

-1Legion of Superheroes / Static Shock

Crossover Fanfiction

Explanations: READ IF YOU WANT STORY TO MAKE SENSE!

Legion of Superheroes: Since I've only seen the animated series this is largely based on that instead of the comic books with some influences from them, making this story slightly Alternate Universe. Most of the changes deal with Brainiac Five.

In the animated series Brainiac Five (Brainy) is an android from a planet entirely occupied by androids like him. Why he is the only one connected to Brainiac, or even 'Five' in this case, I have no idea. In the comic series and Justice League Unlimited,Brainiac Five was an entirely organic being, descended from Brainiac when he discovered how to pass down his codes genetically, with extreme intelligence.

IN THIS story I combine the two ideas. Since I am a big, Tekkie Brainy's old collective reminds me a lot of The Borg that assimilate species and integrate technology with their organic bodies. So in my head, Brainy's collective, which I think are called the Coluans, are born organically and technology gets integrated so much in their systems you can't tell where the technology begins and the organic ends. Thus Brainy is both mechanical and organic; meaning he is descended from Brainiac like in the comics.

Also taken from the comics is a few other tidbits about Brainy, such as his attraction to tall blondes (and, in my mind, dark haired boys with a giant 'S' on their chest), and his tendency to go insane. It appears that in the comics Brainy had many break downs and bouts of insanity. It probably wont be a big deal here, but I will use it to my advantage.

Static Shock: Again this will be largely based on the animated series with an exception from the comic books, in which Richie is gay. Yes ladies and gentlemen, Richie was meant to be gay. Live with it. And some, cheer.

Justice League Unlimited: Stuff from the animated series may pop up now and again but not many of the characters will actually make a appearance. This will the Alternate Universe in the way that Green Lantern, Green Arrow and Super Girl were ever pulled into the future to help the Legion. This shall NOT be a Brainy/Super Girl story, though in JLU it was cute… But this is a LoS based story!

WARNING: This is mostly an Alternate Universe story. Also, I'm not afraid to make characters swear. If you can't handle swearing then you may have to block your eyes on occasion. This shall also contain SLASH in the form of two guys liking each other. If you don't like, don't bother flaming. I shall delete them and send COMPUTO after you.

What am I forgetting? Oh yes, the "No Duh" Disclaimer. I do not own Legion of Superheroes, Static Shock, Justice League or any related characters. They belong to DC, the WB and that one company that won't give up their right to Static so there won't be anymore made. The Bastards…. The only thing that belongs to me is this story and any original characters I throw in for the fun of it. ENJOY!

**Broken Gears**

_Chapter 1_

It was February 10th in the 31st Centaury and Superman was trying to explain the concept of Valentines Day to the rest of the Legion. Well, when he had started he was just asking Brainiac Five, aka Brainy, how the holiday was celebrated in the future but the youngest Legionnaire hadn't even known of the holiday's existence.

As Superman tried to explain, it caught the attention of Saturn Girl, who in turn asked Superman to start over. Lighting Lad was next to join in and when he didn't understand he asked "what the hell are you talking about?" forcing Superman to begin his explanation over again.

By the time Phantom Girl and Timber Wolf arrived and Superman had to start over two more times, Brainy called a meeting in the main conference room so there would be no further interruptions. Just as Superman was explaining the difference between giving chocolates to friends or someone you cared about in a different way, the alarm signifying trouble went off.

"What is it?" asked Superman, his voice cracking from overuse.

"One of the cities historical clock towers is falling apart. They're scared of rubble falling down while they attempt to repair it. The Science Police is requesting some back up to… basically catch things if they fall," replied Brainy, typing at the computer.

"Well, Superman is best qualified to play catch with giant falling stuff-" began Bouncing Boy.

"Stuff?" questioned Lighting Lad.

"I don't know what's all in ancient clocks," protested Bouncing Boy. "Brainy can go if they need help with repairs and Phantom Girl, Saturn Girl and I should go incase we need to get people to safety from below. Anyone else who wants to go can go as long as we have at least three people here, and that doesn't mean Triplicate Girl by herself."

"It's an old clock. What could possibly happen?" asked Lighting Lad.

"If you paid attention to historical texts, you'd know that," said Brainy.

Lighting Lad shrugged and poked Brainy in the forehead, smirking.

"If I read all those historical texts of yours my head would explode."

Brainy pushed Lighting Lad's hand to the side and glared at him.

"Your head would do no such thing. Such an idea is ridiculous."

"Save the bickering for later guys. The repairs start soon and we should be there when they do," commented Bouncing Boy.

As the assigned Legionnaires headed for the exit, Brainy turned his attention to Superman.

"So what was the significance of bringing up this 'Valentines Day' anyway?"

"Oh- well, ah-nothing! Just curious."

An hour into repairs the Legion still had nothing to do, which would be a good thing if it wasn't so boring. On the sidewalk Bouncing Boy was reading comic books while Phantom Girl and Saturn Girl attempted to understand what Superman had told them earlier. Meanwhile Superman sat on a ledge between the ground and where the repairs were taking place and Brainy had been inside the entire time.

"How are things out here?" asked Brainy poking out his head, with his stretched out neck, from the small doorway to Superman's left.

"I think Bouncing Boy is drooling in his sleep again," said Superman, peering down at the others.

Brainy glanced in the same direction for a moment before retracting his neck. Soon after he walked out of the doorway and sat down next to Superman on the edge.

"You probably shouldn't tell him about that."

Superman chuckled and smiled at Brainy.

"So what brings you out here?"

"I believe that my presence is annoying the repairmen. Something about the Science Police not believing that they can do their job and that I'm a 'know-it-all'," explained Brainy.

Faking a cough to cover up a second round of laughter, Superman glanced away from the green skinned boy.

"How much longer do you think it's going to take?"

"Another two hours if they insist on using the improper tools," said Brainy.

"I'm sure Bouncing Boy would let you go home since they're ignoring your advice," commented Superman.

"That would require waking him, besides I much rather stay here with you," stated Brainy.

Not sure on how to respond, Superman gazed forward at the oddly shaped buildings and skyscrapers that made the clock tower look like a wishing well among mountains.

"You said earlier that on Valentine's Day you could give chocolates to friends and those you care more about then just friends," said Brainy.

"That's right," said Superman.

"So it wouldn't be odd if I gave chocolates to you?" asked Brainy.

_In what way? What way? What way? _Superman's brain demanded he ask, but all he could do was stare at Brainy.

"Of course that would require giving chocolates to some of the other members as well. I wouldn't mind giving any to Saturn Girl or Bouncing Boy but I don't think it would be possible to give any Lighting Lad without him over reacting. Then again he'd probably over react even more if I didn't give him any," theorized Brainy, no longer looking at Superman.

_He is just talking as friends, right_? Superman questioned, watching Brainy analyze the proposed situation. He was starting to have difficulty figuring out if his heart was beating faster or slower.

"It might be easier just to give you chocolates and not tell the others or just forget the holiday all together," said Brainy.

_But why just me_? Superman wanted to asked but his mouth wouldn't even open to attempt it.

"I should probably wake up Bouncing Boy before Phantom Girl calls Lighting Lad. Last time Bouncing Boy fell asleep on duty Lighting Lad drew crude things all over his face in permanent marker," said Brainy. He stretched out his legs to the ground and kept his hands on the ledge as he lowered himself to keep himself balanced.

As Brainy's hands left the ledge to join the rest of him, Superman wondered why his mouth had abandoned him. Even though Brainy was well out of ear shot he still couldn't ask the questions beating against his brain like a marching band. But he was just beginning to learn how easily Brainy could leave him speechless and confused, without even talking about Level 12 intelligence stuff.

Standing to stretch his own legs and back, Superman was about to raise his arms above his head when two of the clock's giant gears came flying out of the clock's face and skimmed the top of his head on their way down. Frozen in mid movement he wondered if he saw what he thought he saw and cursed as he looked downwards.

"Look out below," shouted Superman, throwing himself downwards after the gigantic death sentences for anyone who ended up beneath them.

Where everything had been so still moments before had sprung into movement. Saturn Girl and Phantom Girl were rushing civilians to safety while Bouncing Boy had managed to bounce the smaller of the two gears further into the air to give Superman more time to deal with the bigger one.

It was only Brainy who was standing perfectly still, staring upwards as if he didn't understand what he was seeing.

_Move Brainy. Move_, Superman urged the young genius but was again unable to say anything, for all his effort was being used to keep the bigger gear in the air. His grip on it was slipping and he didn't have enough space between him and the ground to adjust without letting go.

The second gear began to fall back down, pasting a struggling Superman and heading straight towards the unmoving Legionnaire.

"B-BRAINY," shouted Superman, nearly falling out of the air as the gear continued to fall. He nearly dropped the gear he was holding when the smaller gear devastated the once solid concrete.

_Please be fine. Please be fine. Please be fine_, Superman begged as he felt himself lower to the ground, staring straight into the old metal of the gear that could no longer show his reflection. When he landed he slowly leaned the gear against the clock tower before swinging around.

An unconscious looking Brainy was being supported by Phantom Girl, whom had probably been the one to get him away from the smaller gears path.

The street hadn't been so lucky. The fallen gear had cut directly into the ground, burying itself about halfway into its surface. For several miles all around it the concrete had cracked, mounted upwards and made two holes, that if they were connected would have been big enough for a small lake. It was amazing none of the buildings had been damaged, besides a few cracks around the entry way of the clock tower.

"So what had just happened?" asked Phantom Girl, shifting Brainy's weight on her side. She looked relieved when Superman came and took him from her.

"I'm sensing just as much confusion from the repairmen. They don't seem to know what happened either," said Saturn Girl.

"I meant with Brainy. He just froze up and then collapsed when I touched him," said Phantom Girl.

"It was a gear. It triggered some sort of response from Brainy. I didn't have time to figure it out though," said Saturn Girl.

"Well it's not like this is anything new. He'll be fine when he wakes up," said Bouncing Boy.

"This has happened before?" asked Superman.

Saturn Girl and Phantom Girl looked at each other for a moment. Both of them then turned their worried expressions to Bouncing Boy. It took a moment, but their leader gave them a silent nod.

"Brainy sometimes gets flashes of old memories from his original ancestor," said Phantom Girl hesitantly.

"Any memory that was strongly connected to the original ancestor can be triggered in Brainy and they're so powerful that it basically overloads his entire system," Saturn Girl tried to explain. "It has only happened twice before that we know of, but he never wants to talk about it afterwards."

"So he'll be fine?" asked Superman.

"He may acted oddly around gears for a couple of days but he's always been fine before," commented Bouncing Boy.

The Legionnaires were dismissed by the site soon after since no more construction could be done until they got the gear out of the street. Bouncing Boy told the others that he heard the Science Police complaining about how bad rerouting traffic in that area was going to be for a couple of weeks.

Brainy was laid down in his room and the others left beside Superman. Saturn Girl returned a few minutes later with a coffee pot of hot chocolate and a couple of mugs.

"He'll never admit it, but Brainy really does like coco," said Saturn Girl, filling two of the mugs with some of the rich silky substance for her and Superman to drink while they waited.

"How long do you think it will be before he wakes up?" asked Superman, remembering how painfully slow time had moved when they were reloading Brainy with his backup disk after the whole fear factory mess. He still thinks the percentage of files downloaded went down whenever he turned his back on the evil computer.

"The last two times only took about a couple of hours each, though nothing had been happening that had put Brainy in danger during those times," said Saturn Girl.

"What triggered the first two?" asked Superman.

"The second time it happened was during Halloween. Brainy and I were getting candy for Bouncing Boy's horror movie marathon when he suddenly just fell over. When he woke up he said it had been the costume of an twenty-first centaury hero, but wouldn't tell me which one," said Saturn Girl. "No one knows what caused the first one and he has never hinted about it, but it was during his first week with the Legion."

"So you still have Halloween, but not Valentines Day?" asked Superman.

Saturn Girl shrugged.

"It may still be celebrated, but you have to remember that most of us come from different planets and cultures."

It suddenly occurred to Superman that he could ask Saturn Girl about what Brainy had said earlier, about giving him chocolates. She was probably the only one who wouldn't laugh at his bafflement or tease them later about it.

As Superman wondered how he should phrase his question, Brainy sprung up from his bed and started to look frantically around himself as if he didn't recognize anything.

"Brainy" Saturn Girl started slowly, as she stood and put down her mug. She began to move towards her but stopped when Brainy turned to look at her.

Brainy only looked at Saturn Girl a moment and Superman a moment longer and muttered something under his breath. He then ran from the room as quickly as he had woken up, continuing to mutter something under his breath.

Superman and Saturn Girl followed him, but did not try to catch up with him.

"Is this normal?" asked Superman.

Saturn Girl shrugged hopelessly.

Staring ahead of them after their friend, Superman used his super hearing so he could hear what Brainy was muttering; "Gear, gear, gear, gear, gear, gear..."

The word repeated itself constantly from Brainy's lips as he approached the main computer and began to type on the console before he even sat down.

As Superman and Saturn Girl came up from behind Brainy, he had found what he was looking for. He turned to them but pointed at the image on the screen.

"Gear," stated Brainy.

Superman and Saturn Girl looked up at the image of a young man in his late teens. He was dressed in a suit of mostly light green with dark blue on the sides that had a zipper down the chest and a silver metallic belt around the waist. There were two grey bands just above his elbows and his shoes looked metallic. He also had on a helmet that covered his entire head, mostly dark blue with a light green transparent looking plastic that covered his entire face. For some reason the plastic was darker from where it started at the forehead to around the nose.

The description said he was a hero from Dakota in the twenty-first centaury. One that had a vast intelligence and used his inventions to fight crime with his partner Static, a hero that used electricity. His name was Gear.

Superman looked down at Brainy but he had fallen back asleep in his chair, tears running down his face.


	2. Chapter 2

NO COMMENTS NO CHAPTER UPDATES!

Chapter 2

When Brainy had woken up the next day he didn't say anything about what had happened. He had gone straight to the main computer and began to work on why the clock had fallen apart, completely ignoring the concerned looks of the others.

It was Superman who finally voiced his concern.

"Are you alright, Brainy?"

Brainy shrugged.

"It's frustrating to be right about something and no one listening to you about it, but I'm used to it."

"What are you talking about?" asked Superman.

"The restorers using improper tools. What are you talking about?" asked Brainy.

"The-the gear," said Superman, hoping he wouldn't have to go further.

Brainy's hands stilled over the keyboard, and stared at the air for several moments. He continued with his typing without looking at Superman. "That was a malfunction. There is nothing to worry about."

Superman began to approach Brainy but paused when he realized he was holding onto his cape, ringing in his hands shakily. Checking to make sure Brainy hadn't seen, he released it to drift back behind him before he moved to the genius's side.

"You were still acting oddly the first time you woke up."

"Noted, but you're worried over nothing," said Brainy.

"Then why haven't you looked at me once since this conversation started?"

Brainy stilled again, but instead of hesitating like before he swung out of his chair, in the opposite direction of Superman, and began to walk away.

"If you're going to waste my time I'll just work in my lab."

Frowning, Superman used his speed to cut Brainy off and grab onto his shoulders. He began to look angry when Brainy still wasn't meeting his eye.

"Brainy, look at me!"

At first Brainy wasn't going to but, as he felt Superman's hold on him tighten, as if to shake him, he decided he really had no choice. Someone was about to see his eyes sooner or later. He lifted his face so Superman could see and felt ashamed as he saw the other boy's expression change into worry and confusion.

The reaction really was no surprise to Brainy. He had noticed the change in his eyes on the way to the main computer, by chance on a reflective surface in the hallway. His discovery came in time to hide his eyes from a passing Timber Wolf, by pretending to be looking at one of the devices on his arm, but he hadn't seen the point in returning to his room. As he said earlier, someone was bound to see sooner or later. _But why did it have to be Superman?_

The color of his eyes had darkened drastically, along with his pupil. There was still a slightly difference between the upper color of his eye, to the lower part, but his pupils were almost completely blended in. The change made him look even more robotic, like in the old earth movies Bouncing Boy often forced onto the rest of the Legion. Worst yet, Brainy felt it made him look more like his ancestor.

When Superman didn't say anything, Brainy looked away again.

"Don't not worry about it. I'm sure it's fixable."

"Brainy, does this have anything to do with what happened yesterday?" asked Superman, his hold on Brainy loosening but not letting go.

"Nothing happened yesterday," stated Brainy.

"But-"

"Nothing happened yesterday," shouted Brainy, wrenching away from Superman. He looked like he was going to say more, but he realized what he had done and his anger turned into shame. Not able to look at Superman for a different reason now, he ran back to his lab and locked the door.

"Brainy yelled at you?" questioned Bouncing Boy, after Superman told the others what had happened.

"Brainy has never yelled at anyone, not even when Lighting Lad deserved it," commented Phantom Girl.

"Hey," growled Lighting Lad in protest and made to kick at the girl. He only became more angry when his foot phased straight through her.

Saturn Girl placed a hand on Lighting Lad's shoulder to calm him, before turning her attention to Superman.

"Brainy always has been secretive about these things…"

"But Brainy never gets angry like that. Not even when Superman turned off his communicator and Brainy got his arm blasted off. He had the right to be mad at Superman for months but other then acting sulky he never got angry about it. He especially didn't yell at him," said Lighting Lad, earning himself a hit on the shoulder that Saturn Girl had her hand moments before.

"The point being is that this must be more serious then any of us have realized," said Saturn Girl.

"What do you think his eyes changing means?" asked Triplicate Girl.

"There's a old earth saying that states that 'the eyes are the window to the soul'. If his eyes changed it could mean that he'll be changing as well," said Saturn Girl.

Brainy kept his door locked the remainder of the day, and it was locked again so early the next morning that the others suspected he never went to bed. At one point Phantom Girl phased her head into the room to make sure he was still in here, but refused to go in further then that.

"I wouldn't know what to say," admitted Phantom Girl. "He's just hunched over his work table. If I didn't know better I'd think he was just having another attack of his workaholic syndrome."

_Let's try this again_, thought Superman as he stood outside Brainy's lab. This time he brought bearing gifts; hot chocolate and peanut butter and jelly sandwiches. He knew from Saturn Girl that Brainy liked hot chocolate and, honestly, PBJ sandwiches was one of the few things he could make well and not poison anyone.

"Brainy, let me in," called Superman, attempting to knock on the door by tapping it with his foot since his hands were occupied with a plate of sandwiches, a coffee mug of hot chocolate and two cups. When he got no answer he tapped the door a little harder. "You know I could just take the door down if I wanted too."

There was a moment longer of silence behind the door before there was a sound similar to a click and the door slid open automatically.

Superman walked straight to where Brainy sat at his work table. He observed what Brainy was doing for a moment.

Brainy was working on something yellow and very small. The tools he was using were smaller then an old 21st centaury quarter in both length and size, but Brainy used them with as much ease as any normal sized tool. If Superman looked closely enough he could see the yellow object was mainly made out of thousands of tiny little wires, no ticker than a human hair.

"What is it?" asked Superman.

"Standard legionnaire ring before I put the casing on," replied Brainy, keeping his eyes focused on the ring.

"I never realized so much work went into those," commented Superman, wondering how they worked. He knew better then to ask though. Scientific answers from Brainy tended to be so technical that he couldn't understand or so simplified that they didn't really help to answer the question anyway.

"Is there a reason you threatened to break down my door?" asked Brainy.

"I came to have lunch with you," stated Superman, placing the plate on the nearest empty spot. He really didn't want to risk moving anything and getting blown up, again. He was about to pour the hot chocolate when he noticed Brainy looking at him.

Brainy looked surprised, so much so that he must have forgotten that he wanted to keep his eyes hidden for he was looking straight at Superman's face.

"I'm sorry," said Superman quickly. "I know you don't have to eat as regularly as humans do. Is this a bad time?"

Brainy's surprise was replaced by suspicion.

"Did Saturn Girl put you up to this?"

"Why would she?" asked Superman, half smiling. He began to pour out the hot chocolate "I hope you like Peanut butter and jelly sandwiches."

Brainy looked at Superman a moment longer before getting up and walking out of the room.

"I'll take that as a no," sighed Superman. Perhaps he should have mentioned the hot chocolate?

"The sandwiches are fine," said Brainy, reentering the room, carrying another chair. "They're sometimes referred to as 'PB and J's' correct?"

Superman was sure his heart had taken flight without him as Brainy put down the chair for him and returned to his original seat. He finished pouring the drinks before sitting down and handing one of the cups to Brainy.

"That's right."

He would never be able to prove it, but Superman could almost swear he saw Brainy smile a little when the young genius took his first drink of hot chocolate. Even the possibility of it made his heart go for another flight and he found himself smiling as well.

"Aren't you going to have any?" asked Brainy.

"Huh? Ah, yes," said Superman, quickly taking one of the sandwiches that he knew had strawberry jelly on it. He glanced at the one Brainy had taken and noted that it was one with grape jelly. He couldn't help but wonder if it was the kind Brainy liked or if he had just grabbed one at random.

"How are the others?" asked Brainy.

Superman realized that wasn't the real question 'How are they reacting to the situation' was what Brainy really wanted to say, but Superman didn't want Brainy to feel guilty about everyone worrying about him.

"The girls are doing something together, but I'm not sure what. Bouncing Boy was reading comic books when I last saw him and Lighting Lad was trying to talk Timber Wolf into baking something," said Superman.

"I see," said Brainy.

The conversation continued as they ate. Or rather, Superman talked and Brainy responded at the appropriate times so the caped boy could tell he was listening. It didn't take long for Superman to run out of 31st Centaury topics so he started to talk about his 21st Centaury life instead. Soon enough he started talking about his family.

"How did my Ma react when she saw you guys at the door anyway?" asked Superman, reaching for another sandwich only to discover they were all gone. How long had he been talking for?

"She was," began Brainy but paused to consider his answer. He had finished eating some time ago but made no effort to kick Superman out of his lab. "Surprised to say the least. I think she was about to slam the door on his and call the police until I asked if you were home yet. I was surprised when she invited us in though. It never seemed to occur to her that we could be lying about meeting you there."

"Ma and Pa always said that you had to trust the good in people," said Superman with a smile. He wished he had been there to see Ma welcome them into the house, especially her reaction to Brainy. Because of the genius's short stature it would have been easy to mistake Brainy for younger then he was and Ma loved children. It may have been why she had offered the trio pie as they waited for Clark to return from the carnival.

"I've been wondering this for a while now, but," Brainy started but then looked slightly embarrassed. He seemed to reconsider the question, but continued anyway. "Why did your mother pat me on the head after she seated us at the table?"

Superman couldn't help it. He started to laugh so hard he had to put down his cup before he broke it. He knew he probably wasn't helping the situation any, but every time he tried to calm down he'd see Brainy's embarrassed expression and begin again.

"I-I'm sorry, but she probably just thought you were a cute kid."

"That actually explains a lot," said Brainy, most of his embarrassment gone.

"It does?" asked Superman.

"Well when I first joined the legion I discovered I was actually the youngest member and I think it gave the girls reason to… Baby me? I think that's the phrase for it anyway. I was constantly being patted on the head and Triplicate Girl had a habit of hugging me all the time. All three of her. And they all seemed to think I needed to get constantly checked on. After a week of this I had to start threatening them with laser canons to leave me alone," explained Brainy.

_It was in the first week of Brainy being in the legion that he collapsed for the first time_, remembered Superman, but it was probably best that he didn't ask about it. Besides this was the most Brainy had talked in their entire conversation.

"Saturn Girl is the only one who didn't completely back off after I followed through with my threat," Brainy continued. "I don't even remember who it was I shot at, but it's not like I actually hit them." He shrugged. "Well, at least Saturn Girl doesn't treat me like a kid who can't take care of their self, but sometimes I wonder if she is actually keeping an eye on me all the time."

"Is that why you thought she sent me in here?" asked Superman.

Brainy nodded.

"You don't seem you mind it so much when it's Saturn Girl watching over you," said Superman. He had meant to say it jokingly but, in his own head, it had sounded like he was jealous.

This time Brainy shrugged, not noticing the supposed jealousy.

"I guess I don't. She doesn't take as far as the others did and," he hesitated, "I guess she reminds me of my mother."

Superman was not expecting that. He knew Brainy was at least partly organic, explaining why he had to eat and sleep, but he didn't know Coluans had parents like humans did. He hadn't even been sure Coluans had females since the ones he had seen during the ordeal with Quavermas, in which he saw Brainy's fears, looked male.

Then there was the way Brainy had said it. The words "my mother" seemed to distant. So final.

"What was she like?" asked Superman slowly.

"Tall, blonde," said Brainy. "I don't remember much about her since she abandoned me when I was very young."

Superman no longer knew what to say. He felt like he should do something. Maybe even hug him, but Brainy had just finished complaining about the girls doing it all the time.

_But this isn't all the time_, Superman's mind tried to reason. _It would just be once. He could probably use it right now. Besides, you're not one of the girls. You wouldn't be treating him like a little kid. You're trying to be a friend._

'Yea, a friend,' Superman confirmed in his mind. 'One hug wouldn't hurt.'

Just as Superman made his decision he lost his opportunity. Brainy was no longer looking at him, no longer even facing him. He had turned back to his work table and returned to working on the ring. Superman could almost imagine Brainy turning on the force field on his belt to block Superman completely out. It was his way of dismissing Superman from the lab.

At first Superman thought that he should give Brainy his space. Then he decided he would just sit there and keep talking even if Brainy no longer responded. He was not going to just leave Brainy to deal with his problems alone.

"Brainy-"

Superman was cut off when Brainy let out a loud hiss. Though Superman was known for his speed, it surprised him how fast he could move sometimes. He had stood and grabbed Brainy's hand to check it for what cause him pain before the hiss had even ended. Brainy's finger tips were red from some sort of burn. He looked down at the table and noticed that what was going to be a legion ring, had melted.

"What happened?"

"I don't know," said Brainy, taking back his hand and clutching it with the other. "But it's the fifth time it's happened since yesterday."

Brainy could move fast when he wanted to as well. Superman had blinked and when he had reopened his eyes, Brainy was knocking everything off his worktable, throwing things and actually taking apart some of his previous work.

"Brainy!"

Just as suddenly as he started, Brainy stopped. He kept his back to Superman and said, "I can't even get my own inventions right anymore."

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Author's Note:

Since I'm making Brainy partly organic and mechanical at the same time, I'm making up the rules of how it works as I go along. You'll see more of my explanations in later chapters and I hope my references to the comic version while remaining mostly within the animated version isn't too confusing. COMMENTS PLEASE! No comments, no chapter updates!


	3. Chapter 3

Well I had the wonderful Yu-Gi-Ah 2.0 proof read this chapter for me but, for some reason, I can't access the file so please excuse my mistakes. Also, I'm no longer going to hold my story hostage until I get reviews, but all reviews are greatly appreciated and they're what get my creative juices going to write. I hope you enjoy this installment.

Chapter 3

Brainy stopped responding to Superman completely after that, barely acknowledging that he was there. He automatically did whatever he was told, allowing Superman to physically escort him to the infirmary. He showed no sign of even noticing when the caped hero picked him up and sat him on the higher up hospital bed.

It was lucky that Superman knew some basic first aid, for during Brainy's brief rampage he had managed to cut up his arms on all the sharp metal in the room. None of them were really major, but it gave him something to do. He couldn't get over the uncharacteristic rage Brainy had shown just moments ago, the sound of defeat in his voice and now the completely blank face with his, even darker, empty looking eyes.

Gathering everything he would need to deal with the cuts, Superman placed them on the bed next to Brainy before setting to work. He cleaned up the dark green blood that barely stood out against Brainy's skin only to find that all the cuts were gone. He shouldn't have been surprised though. He had seen Brainy regenerate nearly an entire arm back when Superman had been stupid enough to turn off his communicator.

Despite the cuts being gone, the redness of Brainy's earlier burn was still on his finger tips. Superman quickly put the other medical supplies away before looking for an ice pack. It seems that after the last battle someone had forgotten to put the ice packs back in the freezer, so they were sitting on the counter all melted and useless.

Returning to where Brainy was still staring blankly ahead, Superman took Brainy's hand in his and began to softly blow on his fingertips. Using his ice breath so it was cold but not freezing was slightly difficult at first, but once he found right amount of breath it was easy enough to control. He did this several times until he felt eyes on him.

With Brainy's eyes so dark now it was hard to tell if Brainy was actually looking at Superman or if his eyes just happened to fall on him. His pupils were barley visible now, you had to stare at them a while to even notice that they were still there.

"Brainy," Superman tried calling to him but sighed when he got no response. He decided that it was time to get someone. "Brainy, why don't you lay down for a little while?" He wasn't sure whether he should be relieved or worried when Brainy complied without a word, but at the moment he just wanted to get some help.

With super speed it didn't take long for Superman to find Saturn Girl. She was walking in the hallway between the main room and the kitchen, reading something along the way and barely paying attention to where she was going. Yet she wasn't surprised when Superman seemed to suddenly appear before her.

"Any luck with Brainy?"

"At first, but now I think I made things worse," said Superman, feeling the urge to wring his cape in his hands again. "He's in the infirmary and-"

"He's what!?"

Superman explained what had happened as they ran back to the infirmary at a speed Saturn Girl could keep up with. She seemed surprised at the mentioning of Brainy's mother and shocked when she heard how Brainy had gone on a rampage in his lab. By the time he had finished she was took off flying.

When they arrived back at the infirmary Brainy was in the exact position Superman had left him in. The youngest legionnaire hadn't even close his eyes. Instead he just stared blankly at the ceiling as if it contained all the secrets of the universe. He laid to still, with his hands on his stomach, it was hard to tell that he was still alive.

Saturn Girl placed her hands on either side of Brainy's head, her eyes glowing pink as she used her telepathic powers.

"His mind is in complete chaos. There's so much going on in there that he can't stay focused on anything."

"Is there anything you can do?" asked Superman.

"I can bring his consciousness back to the surface but at this rate it would be very easy for him to slip back into this chaotic state," said Saturn Girl. "We'll have to be more careful from now on."

Little pink rings of light began to leave Saturn Girl's forehead, symbolizing the power of her thoughts, and became bigger as they moved further away from her. The rings softly landed on Brainy's head, framing his face. After about a dozen rings fell, hey stop emitting themselves from her forehead and she released her hold on Brainy.

When the last ring fell on Brainy, he closed his eyes. A moment after the rings were gone Brainy reopened his eyes, now the shade they had been when he woke up that morning. He looked around a moment, confused, before sitting up and looking at Saturn Girl, who was closest, and then Superman.

"What am I doing here?"

"A bit of an accident in your lab, but besides a bit of a mess everything is alright," said Saturn Girl.

"I see," said Brainy, standing up. "I guess I have a mess to clean up."

"Save it for later. I think Bouncing Boy is planning a night of classic television," said Saturn Girl, smiling brightly.

"As entertaining as that sounds," said Brainy, grimacing at the thought, "I really shouldn't leave unknown damaged experiments unintended."

"You just got out of the- correction, you are still in the infirmary. You should at least relax," insisted Saturn Girl.

"I will when I'm done," said Brainy but, seeing that Saturn Girl was about to protest, he continued, "It won't take long if Superman helps me."

Saturn Girl considered this and nodded. She then turned to Superman.

"You make sure he does relax, understand?"

Superman couldn't help but chuckle at the way Saturn Girl was acting with what he had just learned from Brainy not so long ago. He wondered how Saturn Girl would react if she knew she reminded Brainy of his mother?

"Yes ma'am."

The walk back to the lab had been in silence. Brainy seemed to be contemplating something while Superman didn't know what to say.

When they arrived Brainy took one look at the room before turning to look Superman directly in the eyes.

"There was no accident was there? I did this."

With the expression on Brainy's face showed that he really didn't expect an answer. He already knew it to be true.

Since Superman looked torn between saying nothing, denying it and spilling his guts, Brainy took mercy on him and patted him on the shoulder.

"Don't worry so much. It'll past."

Superman was stunned at how calm Brainy was acting. He started to feel angry when Brainy just walked away from him and started to clean up the lab.

"How can you say that? How can you be so calm? You were nearly crushed to death by a gear and you've been acting weird ever since. Even when stuff like this has happened before it never affected you so much. And why are you trying to deal with it by yourself? We're all here for you. I'm here!"

Before Superman had started talking, Brainy had picked up a part of a device that had somehow been broken in half but hadn't had the chance to do anything with it when Superman began. He had turned around to protest when Superman said he had been acting weird but fell silent upon the discovery that Superman knew about the previous instances. His eyes became wider in shock as the 21st centaury hero continued, dropping the partial device when Superman had practically shouted that he was there for him.

The two just stared at each other for a while, both expecting the other to speak first. There was a lot more that Superman wanted to say about their currant situation but his mind kept traveling back to the things that had happened before. When he first met Brainy, he had such confidence in him and his ability to help the legion against the Fatal Five. He even stood up to Lighting Lad when he thought brining Superman had been a joke. Then there was the way Brainy had smiled when Superman said he'd stay in the future for a while longer and gave him his legion ring and the pendant for his belt. Brainy had even taught him how to fly.

Then there was the time he wanted to go to the party Alexis invited him to, but he was supposed to do patrol with Brainy and do some sight seeing with him. Though he could tell Brainy had been looking forward to it, he rearranged the schedule so Superman could go. He repaid him by blowing off the legion and the next patrol shift with Brainy when he was distracted by having fun with Alexis. Brainy had gotten hurt because of it and seemed so disappointed in him, but still encouraged Superman to help Alexis when they thought she was I danger.

Then there was the time shortly after when Superman had stupidly released Drax from the Phantom Zone. Drax had essentially beat up Brainy for the Projector, but he had refused to reveal it's location. Then the rest of the legion ended up being sent to the Phantom Zone because of another one of Superman's mistake. It was Brainy who figured out how to return them home, with the assistance of Phantom Girl's powers, as Superman struggled with Drax.

Not long after that they had been stuck in Quavermas' fear factory. Superman had failed to save the others from their fears but Brainy said it wasn't his fault and encouraged him. Brainy even downloaded himself into Quavermas' computer to save the others and told Superman to destroy the computer. Though Brainy later told Superman he had made the right choice, he never stopped hating himself for killing Brainy, even momentarily. Even now his heart ached at the image of Brainy's body motionless on the ground.

Even when Brainy was acting crazy due to the alignment on his homeworld he was still concerned for Superman. Or at least Superman realized that later when he realized what, "Red ants?! Superman should not play with red ants" meant. He'd never admit it but Brainy made a lot of funny expressions during that time that were kind of, well, cute.

There were so many more instances that raced through Superman's mind but the most recent made it to the front. When they were going to fight against the sun eater, with a red sun in orbit, Brainy had made him a special suit so he could still fight. Later, when the suit had been destroyed, Brainy and Bouncing Boy sent him to look for the Controller while the rest of the legion, with the drafted help from the Fatal Five, fought the sun eater. After Ferro Lad's funeral, Bouncing Boy admitted to Superman that Brainy had him send away so he'd be safe. At first Superman had been embarrassed at being sent on a fool's errand, and succeeded at it, but realized he was grateful for Brainy's concern.

Superman thought again of how Brainy had smiled when he decided to stay in the future for a little longer, for the second time. It had been different from the first time he had decided to stay. The first time Brainy's smile had been wide in excitement. The second time it still seemed excited, but for a different reason that he couldn't figure out and, in a odd way, almost grateful.

For the second time that day Superman wanted to hold Brainy. Not just out of concern for Brainy, but in gratitude for everything Brainy had done for him since they met. For the encouragement, understanding, the concern, the bravery, the rare smiles and gentle touches. And, Superman could now fully admit to himself, because he had completely fallen in love with him.

Brainy could sense that something had changed in Superman, though he couldn't tell what. For a long time the 21st centaury hero looked like he was fighting a war within his own mind, but he couldn't tell if he was winning or loosing that fight. Then, suddenly, it looked like he had stumbled onto something that made him victorious. And, for whatever reason, it had made Brainy feel nervous.

_Do something_, Brainy ordered himself, deciding to act as if he didn't notice, as if Superman hadn't said anything at all. He was about to re-pick up the device he had dropped earlier when Superman was suddenly directly in front of him. Before Brainy could question what was happening, he was in Superman's arms.

"I'm here," Superman repeated in a whisper, holding onto Brainy with one arm across the smaller boy's back and his hand on Brainy's shoulder, his other hand buried in Brainy's hair. He almost wished Brainy was taller so he could place his chin on top of Brainy's head and breathe him in, yet he wouldn't change what he was feeling right now for all the world.

Brainy could feel Superman's heartbeat against his ear, faster then normal, and wondered if Superman could hear or feel how loud Brainy's own heart was beating against him. It couldn't be real. He spent too much time thinking about it and realizing that it would never happen for it to be real. He had to be still in the infirmary bed, or maybe he had never woken up that morning at all. Yet he couldn't bring himself to wake up, or attempt to pull away in the near impossibility that it was real.

It had been a while since Brainy stopped thinking of Superman as just Superman; the greatest hero the 21st centaury had ever known, as someone outside the history texts. He had been immediately drawn to Superman when he first saw him as Clark Kent in Smallville. Clark, who barely knew anything about himself but still rushed to help others while trying to make sure nobody found out. There was something about him that Brainy just immediately liked and wanted to be by.

Shortly after Clark dawned the cape and the name Superman, Brainy wanted to be near him even more. At first he thought he just wanted to be around the hero he idolized, but soon realized it was still the awkwardness he saw in Clark and the goodness in him that he wanted to be near. He hadn't realized until much later why he disliked Alexis as much as he did, even before she tried to destroy the legion. It was because he had been jealous of how much time she got to spend alone with Superman and how much he seemed to enjoy spending time with her.

It was a rather bitter pill to swallow when Brainy realized he was developing feelings for the boy of steel. Not only was Superman from a different time period then him and would have to return one day, which nearly happened twice, but he knew that Superman would one day grow to hate him. His ancestor, Brainiac, was one of Superman's greatest enemies and had even been the one responsible for the destruction of the Kyrptonian home world.

Not only that but Brainy had repeatedly lied to Superman about it, and probably lead the others to lie to him about it was well. He lied about the black sphere that Drax took as 'unimportant', not even telling him what was in it. Not that Superman even knew what Kyrptonite was, but how would he have felt if he had known that Brainy had been keeping his greatest weakness in an iron lined safe in his lab?

Brainy wondered what it would be like for Superman when he returned to the future. When he discovered the computer Brainiac in the Fortress of Solitude. When he fought the mechanical, android of Brainiac wanting to destroy the earth. Would he hold back from trying to completely destroy Brainiac to preserve Brainy's existence or would he immediately feel betrayed by Brainy and fight with all his might?

Then there was Lois Lane to consider. According to the history texts, Superman had been very fond of her and her, him. Though it had never been clear if Lois ever learned of Superman's true identity and had a real relationship together. It was hard to believe he was jealous of someone Superman hadn't even met yet.

What did this embrace mean to Superman anyway? Was he merely trying to reach to Brainy as his friend? Or did the accelerated beating of his heart mean something more?

It was one of the few occasions that Brainy was scared to know something. If it was just for friendship, then Brainy was getting worked up over nothing. If it was more, how long could Brainy hold on for until it all broke away from him?

When Brainy didn't say anything or push him away, Superman felt slightly relieved that he wasn't immediately being rejected. He then began to worry about what he was supposed to do next.

If he told Brainy how he felt would he just be pushing Brainy right back over the edge? Would he be rejected or would Brainy accept him? What if Brainy didn't even want to be friends with him anymore afterwards?

The silence stretched on as both Superman and Brainy debated on what to say. It was broken by an unexpected source.

"What the hell happened in here?" shouted Lighting Lad from the hallway.

Both Superman and Brainy swung towards the door to see their former leader looking around the room in utter confusion. He didn't seem to notice the position that the duo were still in.

As if coming to his senses, Brainy quickly pushed Superman away and bolted from the room without a word.

Lighting Lad hadn't noticed where Brainy had been moments before but after Brainy was gone and seeing the expression on Superman's face, he suddenly felt as though Saturn Girl was about to hit him.

"I just interrupted something, didn't I?"


	4. Chapter 4

With so many comments so quickly it lit a fire under my bum and inspired lots of new ideas. I wrote instead of sleeping or studying - which is bad for a college student with a test coming up, but... oh well! ENJOY! Read author's note after chapter for bribes.

Chapter 4

"No… No, you didn't interrupt anything," said Superman, trying to push back the urge to break down a wall. It was clear from Brainy's sudden retreat that he had been wasting his time.

Lighting Lad raised his non-scarred eyebrow to show that he didn't believe a word of it.

"Sure, I didn't. Then why did Brainy run off?"

"To get away from me," admitted Superman in defeat. He sat back in the chair in which he shared lunch with Brainy and felt like an eternity ago.

Confusion was clear on Lighting Lad's face as he fully entered the room and sat in Brainy's chair.

"What happened?"

"I was stupid."

"You'll have to be more specific."

"…"

"No, seriously, tell me what happened."

"I-Brainy and I were arguing about what was happening to him. I was mad that he wasn't letting anyone help him. Then I-I hugged him."

Lighting Lad's confusion grew.

"And what? Was he embarrassed because I walk in on him jumping for joy or something?"

"What are you talking about?" asked Superman, now the confused one.

"Man, for a guy with like fifty kinds of vision you sure are blind," exclaimed Lighting Lad, unable to keep himself from laughing. "Brainy is crazy about you!"

"Then why did he run off?" asked Superman, worried that Lighting Lad might just be pulling his cape.

"Who knows? Probably because I walked in and I'm notorious for teasing him. What did you say to him when you hugged him?" asked Lighting Lad.

"That I was here for him," said Superman.

"And?"

"And that's it."

Lighting Lad looked at Superman the way people usually looked at him when he did something stupid. He looked like he wanted to smack Superman upside the head but thought better of it and rubbed his temples.

"No wonder he ran off. He probably just thinks you meant it as friends. At least it wasn't a really long hug or anything."

"Well- actually-"

This time Lighting Lad did smack Superman, though he only accomplished messing up Superman's hair and hurting his own hand.

"You idiot! Brainy is going through a lot of shit right now and you're messing with his feelings?!"

"I didn't mean to," exclaimed Superman, raising his hands in defense. "Besides I had no idea Brainy liked me."

Lighting Lad sighed and looked around the room as if it would give him the advice he needed on what to say.

"Look, I think it's pretty obvious he likes you. I never saw him smile so widely then when you said you were staying, and other things like that since you got here. But I have no idea how deeply Brainy feels. He may just have a crush on you, or really like you or more then that. I can't say for sure. We don't exactly talk about these things."

"So you're saying you may be completely wrong about this," said Superman, feeling as if someone pulled the plug on his energy source of hope.

"I don't think I am but the best way to find out would be to talk to him about it," said Lighting Lad. "Just do me a favor and wait a while. Brainy has enough on his plate right now without having to worry about a possible relationship with you but if he starts talking about it first, go for it. It might actually be what he needs right now."

"You're very bad at giving advice, you know that right?" asked Superman.

"Maybe, but if I didn't at least try, I think Saturn Girl would kill me," said Lighting Lad, looking amused and slightly horrified at the same time.

Superman didn't see Brainy again until the next day. The young genius had been sitting at the main computer but not really doing anything. He sat there with his elbows on the counsel, chin resting in his hands, and just looking at the keyboard as if he wasn't really seeing it. His eyes weren't even half open and Superman swore that he saw Brainy's head bobble as if he was struggling not to fall asleep.

Brainy walked by Superman several times during the day but never seemed to notice he was there. Superman tried not to take it personally since Brainy wasn't acknowledging anyone, not even when they spoke to him. It wasn't until Triplicate Girl surrounded Brainy, blocking his path from all sides, that he seemed to notice she was there. Even then his attention span was short lived as nodded to her and made his way past her with an excuse that he had work to do.

As far as anyone knew Brainy hadn't worked on anything all day. He hadn't stepped one foot in his lab, touched any of the other computers or talked to anyone about anything. He just seemed to be walking around the entire headquarters for the sake of movement, occasionally sitting at a computer, looking at it for a while and getting back up to walk again.

When Superman found Brainy still walking around long after everyone else had gone to sleep, Superman decided things had gone on long enough. He stepped in front of Brainy and kept blocking his path until he got the young genius's attention.

"Brainy, can I talk to you?"

Brainy nodded, but started to walk away immediately after. He stopped again when Superman returned to blocking his path.

"Can we talk with you sitting down?" Superman clarified.

With another nod Brainy started to walk again, this time suggestion with his hand that Superman should follow.

Superman had been surprised when Brainy led him to his room. He had only been in there once before, after the incident with the gear and he and Saturn Girl sat in there and waited for him to wake up.

It was odd to watch Brainy move as if he wasn't sure what he was doing. First he sat on his bed, then moved to sit on the chair by his personal computer. Then back to the bed and then he return to the chair. He did this several times before sitting on the chair and suggesting for Superman to sit on the bed.

Superman felt slightly awkward about this, but he didn't want to make Brainy uncomfortable at the moment. He was probably walking on thin ice already. He sat down on the bed before beginning.

"We need to talk about what's happening to you." He looked at Brainy for a response, but when the genius just continued to stare at him, he continued. "Like why you're walking around all the time."

"I can't sleep," stated Brainy. "I haven't been able to since I fully woke up after what happened during the clock tower assignment."

Superman couldn't help but gawk at Brainy. He hadn't expected Brainy to talk to him so easily, yet with the way Brainy was looking at him, the way he was speaking, it was like Brainy didn't even realize he was speaking at all.

"Even then, it was like I wasn't really sleeping," continued Brain. "It was like my mind was in overdrive. I couldn't stop thinking about Gear, how his abilities worked, his partnership with Static and how there wasn't much information about him available that could be verified as truth. No one even knows how he died anymore."

As Brainy continued he started to look more and more scared of something. By this point the stopped looking at Superman, his gaze falling to the ground.

"Every time I close my eyes I see him in pain or dying. Not a simple death either, but killed in fights with bang babies or enemies of the League and sometimes it's enemies we face. It's always slow and he's screaming and then I'm in his head. I'm controlling him, making him hurt people he cares about. I'm hurting him, changing him against his will, killing him from the inside and no matter how much I want out of his head I can't move without him. I want to scream but it only hurts him more. I'm killing him."

Superman grabbed onto Brainy's hands, relieved when Brainy looked at him.

"You couldn't have done anything like that, Brainy. You've never even met him."

"No," said Brainy slowly to himself, as if trying to confirm it was true. "Not me."

Superman was surprised by how suddenly Brainy stood and started to walk back out the door, but he refused to let go on Brainy's hands.

It seemed that Brainy didn't remember that his arms stretched or that he had the option of pulling away for he stopped as soon as the limits of their arms demanded. He then turned and looked at the joined hands in confusion.

"Brainy, you need to sleep," said Superman.

"No," said Brainy, looking terrified, and tried to pull away.

Superman tightened his hold.

"It's alright. I'll stay here with you."

The words had escaped Superman's mouth before he had even considered saying it. He gulped when Brainy stilled and looked at him with widened eyes.

"I-I'll stay here with you," Superman reaffirmed, hoping he wasn't blushing.

Brainy seemed to consider it a moment before giving a hesitant nod.

Superman wasn't sure what exactly what he was supposed to do next. He pulled Brainy back to the bed and had him lay down on the side next to the wall. That way if Brainy got up again he would wake up too. And as he laid down next to Brainy, he almost changed his mind, but he didn't want to leave his friend alone when he needed him.

Almost on impulse Superman put his arm around Brainy and pulled him close against him. He froze when Brainy tensed and began to breath again when he relaxed. It wasn't until that point he realized he forgot to pull back the covers, but he didn't say anything. He hoped they wouldn't need them because he wasn't sure if he could go through this awkwardness again.

"Brainy," started Superman hesitantly. "I want you to close your eyes and listen to the sound of my voice. You don't even need to pay attention to what I'm saying. Just know that I'm here with you and nothing bad is going to happen."

Superman could feel Brainy nod against him, though he couldn't see if Brainy had complied and closed his eyes. He began to think about what he would talk about. He had already talked so much the other day, he couldn't think of anything new and he didn't think Brainy would find his life in Smallville very interesting.

Some sort of story would probably be easiest since you never had to pause and think about what to say next. It was already written for you. The problem was, which story to tell. Brainy was much too old for fairy tales or nursery rhymes and the young genius probably wouldn't appreciate being treated like a little kid. He knew the shortened, barely over ten minutes, versions of the Iliad and Odyssey from high school, hopefully those would be enough. If not he'd have to try to remember some of the stories his Ma and Pa told him when he was younger.

Superman began the Iliad in a soft voice, barely above a whisper, with the Judgment of Paris. He told Brainy about how Zeus held a banquet in celebration of the marriage of Peleus and Thetis. However, Eris, goddess of discord, was uninvited. Angered by this, Eris arrived at the celebration, where she threw a golden apple, the Apple of Discord, into the proceedings, upon which was the inscription "for the fairest one".

Three goddesses claimed the apple: Hera, Athena and Aphrodite. They asked Zeus to judge which of them was fairest, and eventually Zeus, reluctant to favor any claim himself, declared that Paris, a mortal, would judge their cases, for he had recently shown his exemplary fairness in a contest in which Ares in bull form had bested Paris's own prize bull, and the shepherd-prince had unhesitatingly awarded the prize to the god.

Thus it happened that, with Hermes as their guide, all three of the candidates appeared to Paris on Mount Ida. After bathing in the spring of Ida, each attempted with her powers to bribe Paris; Hera offered to make him king of Europe and Asia, Athena offered wisdom and skill in war, and Aphrodite, who had the Charites and the Horai to enhance her charms with flowers and song, offered the love of the world's most beautiful woman. This was Helen of Sparta, wife of the Greek king Menelaus. Paris accepted Aphrodite's gift and awarded the apple to her.

Superman continued, occasionally having to stop to remember what happened next and to correct himself on the pronunciation of some of the names. He was trying to remember whose idea it was to build the Trojan Horse when he felt Brainy's arm come across his waist.

"B-Brainy?"

When Brainy didn't respond and Superman heard his soft, even breathing, Superman realized that Brainy had fallen asleep. He also realized this was the first time he had ever noticed Brainy actually breathing. Before, he hadn't really been able to tell whether or not breathing was something Brainy had to do and he had never felt comfortable enough to ask. Now with Brainy so close, and no other sound in the room, Brainy's breathing seemed to surround him, made him realize how he tired he was as well and how much he wanted to join him in slumber.

Superman absently used his free hand to knock some of Brainy's bangs into his eyes just so he'd have the excuse to brush them away. He couldn't help but think how cute Brainy was when he was completely relaxed and holding onto him in his sleep. As he began to fall asleep he wished there was a way he could always hold Brainy this close.

Superman was the first to wake up the next morning, slightly confused to where he was. He looked around, smiling as his eyes landed on Brainy. This time he didn't need an excuse to brush Brainy's bangs out of his eyes.

The touch alerted Brainy to someone else's presence as he slowly opened his eyes. He stared forward a moment, not really seeing anything, but his eyes widened when he recognized the red 'S' on Superman's chest. He practically screamed as he bolted away from Superman, nearly banging himself against the wall, tightly closing his eyes and raising his arms to shield himself, as if he actually expected Superman to attack him.

Superman was quick to sit up and try to comfort Brainy. He winced when Brainy began to shake from fear as he touched Brainy's arm.

"Brainy, it's alright. It's me. It's _me_."

Though Brainy was still shaking, he slightly lowered his arms and peeked out at the other boy.

"Superman?"

Said superhero was careful not to touch the younger boy again as Brainy slowly lowered his arms from a protective stance and wrapped them around himself. His eyes had gotten darker again.

"I don't know what just happened. I saw your 'S' and suddenly I just felt so scared. Like it wasn't really you or I wasn't me, like you were going t kill me."

Superman tried to ignore the pang in his heart as he touched Brainy's arm again and Brainy's shaking increased.

"I don't know what made you think that but I would never want to hurt you Brainy, let alone kill you. You're too important to me."

Brainy looked completely away from Superman's direction and squeezed his eyes shut as tightly as he could.

"That's only because you don't know the truth about me. Superman, I-" He forced himself to look at Superman "I've been lying to you."

The confession surprised Superman. He wasn't sure if it was real or if Brainy was just saying things because he was delirious. Even more so, he wasn't sure if he should let Brainy continue.

"It's about your future," started Brainy, his gaze falling downwards.

Superman used his hand to tilt Brainy's face towards him, not saying anything until Brainy returned his gaze.

"You don't need to tell me anything. It's my future, I should find things out for myself right? But if you still feel the need to tell me, wait until all of this is over. I don't want you telling me anything because you feel you have to."

There was a long period of silence before Brainy nodded and Superman took Brainy into his arms. It took a while longer but Brainy stopped shaking and relaxed against the 'S' cradled by a shield.

Author's Note: Yea, I took some liberties with Brainy's room. I'm assuming the room he got 're-downloaded' in is another part of his lab and he has a bedroom just like everyone else. I also snuck in one of my favorite lines from "Justice League Unlimited". Anyone who tells me where it's from and who says it, gets a Cyber cookie. And the next chapter in their honor goes to the person who can guess why I put in the part of the Iliad that I did! Hint: It has to do with Season Two and the original comics. All comments are appreciated and don't be afraid to ask any questions.


	5. Chapter 5

HAPPY HALLOWEEN MY MINIONS! -cough- I mean, faithful readers and reviewers. This chapter is dedicated to Yu-Gi-Ah 2.0 since no one made a guess at the _Illiad_ question and she got the quote right. Check the reviews if you want to know the answer.

As for WHY I chose the part of the _Illiad_ that I did it's because of the possible Brainy pairings out there. In the original comics Brainy had a thing for Supergirl and later had a relationship with Dream Girl. In the new animated series slashers like me want Brainy to be paired with Superman. While others, since season two has started, think Superman X would be a choice. Taking this into account I would put Brainy into the role of Paris, Supergirl/DreamGirl into the role of Hera, Superman X into Athena and Superman into Aprhodite. I choose their parts in this way because Paris chooses Aphrodite, so when Brainy chooses Superman, instead of getting the love of the most beautiful woman, he would recieve Superman's love.

Also, thanks again to Yu-Gi-Ah 2.0, I have recently discovered the _Legion of Superheroes in the 31st Century _comics - comics based on the show. Weird huh? I hate the dialouge but in the 7th issue we discover Superman knows a lot about Greek Mythology, just like he does in my story. I was impressed and happy to say the least. ENJOY!

Chapter 5

The world outside Brainy's room no longer existed or mattered in Brainy's mind. All that mattered was the heart beat under his ear and the arms around him that seemed to fill his entire being with warmth. He didn't think of time or what history dictated and just enjoyed all that was Clark Kent, cape and all.

"Why don't we go somewhere?" asked Superman suddenly.

The question took Brainy by such surprise, he suspected that he had almost fallen back into slumber. He, almost grudgingly, pulled out of the other boy's embrace to look at him. In his confusion, he failed to notice how those arms stayed loosely around him.

"What are you talking about?"

"Why don't we go somewhere," repeated Superman as if he thought the idea was the best concept in existence. "Dress in normal clothes and leave headquarters for a while without having to be on a mission."

"What if a mission does come up?" asked Brainy, though he doubted he could resist the brilliance of Superman's smile for long.

"The others can handle it, and if worse still call us," said Superman. "There are lots of things we could do. Go to that year round fair on the asteroid, or a water park. We don't even have to leave the city. There are parks, museums and that one building that, I don't really know what is, but looks like a rocket ship. That might be interesting to see up close, instead of just flying by all the time."

As Superman listed off the possibilities, his smile grew bigger and bigger. By the time that he got to the rocket ship shaped building, Brainy was defeated. There was no way he was going to do anything to make that smile fade away.

"Sure."

Superman's smile grew even bigger in delight.

"Really? Which one?"

"All of them, one of them. Your choice," said Brainy.

"That's not fair. How about we both pick one thing to do?" suggested Superman.

"Sounds fair," said Brainy, smiling as he imagined Superman jumping in the air and doing a super exaggerated 'yay' like the old cartoons Bouncing Boy sometimes showed the legion.

Superman almost did just that as he released Brainy and stepped off the bed. Admittedly, he almost kissed Brainy at the same time, but he wasn't going to push his luck or Brainy's apparent good mood. Not to mention the promise he made Lighting Lad.

"Then let's meet by the doors in an hour so we can both change." He started to leave, but then turned to Brainy with a worried expression on his face. "Brainy, do you have normal clothes?"

Brainy had to stop in consider that one. He, personally, had never gotten himself any 'normal' clothes. His armor styled clothing that intergraded with his technology had suited his purposes fine, especially since he rarely did anything that required the need of other clothing. But, if he remembered correctly, some of the girls had given him some clothes when he joined the legion. He never so much as looked at them, let alone tried them on, but the technology that he installed in all legionnaire closets' should at least insure that they were clean.

"If they still fit, I should."

Relieved, Superman's smile returned to his face.

"Okay. Then I'll see you in and hour."

---------

Superman was in such a good mood, and flying so quickly, he almost knocked right into Phantom Girl.

"Oh, sorry. I wasn't paying attention to where I was going."

"Where are you going?" asked Phantom Girl, wondering what could have happened to make Superman smile so brightly, even when he would normally be over worried and over apologizing for a minor problem.

"I got Brainy to agree to do something outside of head quarters," said Superman, unable to contain himself. "I need to go change."

Even though Superman was already rushing off, Phantom Girl called after him.

"And shower!"

---------

After taking Phantom Girl's suggestion, Superman wished he had thought to bring some of his normal clothes besides the ones off his back when he was taken to the future. It wasn't like any of his other clothes were any nicer, but he would have still liked to have something else to wear besides the same pants, shirt and sweater vest he always wore when he wasn't in his super suit.

"I'm being stupid," Clark told himself as he got dressed and put on his glasses. "It's not like it's a date."

Yet Clark had to keep reminding himself of that as he finished getting ready to go and started to head towards the doors. He hadn't felt this nervous since the time he tried to ask Lana Lang to go to prom with him.

Clark heard Brainy before he saw him. The young genius was walking down the hall that would soon connect to his, and he was walking to someone. They were both too far away for him to understand without his super hearing. He was tempted to use it, but then felt stupid again for considering it. It's not it was something he just had to know.

Brainy and Saturn Girl turned the corner to where Clark was. It was slightly funny sight to see Saturn Girl hovering in the air slightly over Brainy, as if making sure nothing was out of place. Clark's attention didn't stay on her for very long though once Brainy was fully in view. He was wearing a plain purple t-shirt that almost looked his normal super clothing, minus the symbol of the three circles in a inverted triangle, and normal blue jeans. Like Clark, Brainy kept on his legion ring but, unlike him, he also kept his belt with the legion buckle on it.

"It's very nice to see you both in casual clothes," said Saturn Girl upon seeing Clark. She joined them as they walked towards the doors. "It's a shame that Brainy won't do it more often, but hardly anyone in the legion takes the time to relax in order to feel comfortable going so."

"It must be hard, having to be in your hero suits all the time," said Clark, wondering if he would have that problem in his future.

"It comes with the territory," said Brainy.

"Still…" said Saturn Girl, but didn't continue her thought. "If it isn't too much trouble could you both be back by seven?"

"No problem," agreed Clark as he and Brainy left Saturn Girl at the door. "So what do you want to do?"

"No, you pick first," said Brainy.

"I rather you pick first," said Clark.

"I live here. You first," insisted Brainy.

"Well…" began Clark hesitantly.

---------

"I'm slightly surprised that you would pick a building for your destination," admitted Brainy, as they walked up to the rocket shaped building.

"Well, it's just one of those things that we always flew by," began Clark, not really sure how to explain it. Something about space travel always fascinated him.

"Did you want to be an astronaut at some point?" asked Brainy.

"Me? Not that I can remember. I used to be really afraid of heights," said Clark.

"You? Afraid of heights?" questioned Brainy in disbelief.

"I didn't know that I could fly at the time," protested Clark.

"It's just hard to imagine you afraid of anything," said Brainy.

"I was afraid of lots of things when I was little. I think all kids go through that stage when they're scared of the dark or monsters in the closet," said Clark.

"Monsters in the closet is a completely illogical fear," stated Brainy. "On Colu, such notions would have been severely disapproved."

"So you weren't allowed to be scared of anything, even as a kid?" questioned Clark, unable to imagine not being able to go to his Pa to check under the bed when he was three and make sure that the boogey monster wasn't there.

"Allowance was never truly an issue. You just could never talk about it," said Brainy. "Fear is considered a waste of time there."

"So you were never afraid of anything," said Clark, wondering if myths about boogey men ever existed on Colu.

"I was afraid of never being able to escape that place, but of course no one else knew that. I'm sure if they had I never would have succeeded in doing so," said Brainy before looking up at the building's sign. A clear dismissal of topic.

"The Intergalactic Museum of Space travel," Clark read out loud.

"Do you want to go inside?" asked Brainy.

"Really?" asked Clark, unable to stop himself.

"As long as we stay in the Earth section, pre-Twenty-second centaury, I don't see a problem with it," said Brainy.

Though the building had looked small compared to it's neighbors, it was actually huge on the inside. The sections were vertically divided into ten sections; one for Earth and the others were for the first planets Earth had contact with their civilizations. Clark hadn't been aloud to even read the names of these planets, or hold the map so he wouldn't act differently when some of the events came to past in his lifetime. It was hard not to peek though, only getting to pick out the name Mars before he had to give up in fear of being caught.

Horizontally the floors were ordered chronologically with the earliest dates on the top floor and the summarizations and gift shops on the ground floor. Brainy explained it was done this way so people could look out at the scenery on the top floor before tours got started. More importantly, people would have a harder time getting lost. Clark also realized it was probably easier not to buy anything until you were all done so you wouldn't have to carry it around all the different floors.

The elevators were made of old escape pods of appropriate origin for each section, that moved without wires or cords up and down in what looked to be giant tubes. Clark had wanted to know how they worked, but Brainy just smiled and shook his head. They rode up with a small family of an alien race Clark didn't recognize with two children, both of which seemed to recognize Brainy. They stared at him from behind their mother and whispered excitedly to each other in words Clark couldn't understand. Halfway up the one that looked like a girl started to stare at Clark, as if realizing he looked familiar but not being able to place where from.

They spent nearly three hours in the museum, two of which were spent in the time periods Clark was allowed to see. They sent over a half an hour in the basement in which people debated about history. That day's topic in the Earth section was about what really happened at Roswell. It was interesting because there were three sides to the argument. One argued that the rumors were true and they had captured an alien in the 1950's. Another argued it was just an normal military base while the third insisted that's where they bred the superheroes of the 21st centaury. The remaining time was spent in the gift shop in which Clark got some postcards of the building and the sections he saw.

"No more delaying the inevitable Brainy," said Clark as they left the museum. "It's time for you to pick something."

---------

"I'm surprised that you would pick a park," admitted Clark, remembering what Brainy had said about his decision earlier. It was like they both had picked something the other normally would.

Brainy seemed to be thinking along the some lines.

"Well, it's just one of those things that we always flew by."

Clark rolled his eyes but smiled at Brainy's teasing.

"Anything in particular you want to do?"

"First of all, we need to get you something to eat," said Brainy. "I may not have to eat everyday, but you do."

"But this is your activity, you don't have to worry about me. I can eat something later," insisted Clark, feeling embarrassed that he was taking away some of Brainy's time in his activity when Brainy had been so patient with him at the museum.

"As you say, it is my activity and we're going to go eat," said Brainy. "Besides, Lighting Lad and Bouncing Boy have been trying to get me to eat the hotdogs here for months. They insist they're the greatest thing they've ever eaten."

It took a while longer then they expected to find the hotdog cart, but when they did Clark had to admit that Lighting Lad and Bouncing Boy had been right. Not only did the smell make Clark instantly hungry when he first smelled the familiar aroma, but they tasted so good he ended up eating three of them. Brainy had been more critical of the hotdog, wondering what the point of them was, but didn't complain once he started to eat it. Along with the hotdogs they had a brand of soda Clark had never heard of and strange greenish cotton candy that tasted like watermelon and strawberries put together.

"It's straw-melon," said Brainy when Clark asked what it was. "I had forgotten that it doesn't exist in your time yet."

"I'm sure that a new flavor of cotton candy isn't going to ruin history," said Clark, knowing better to ask when the flavor was invented or if he could take some home to Ma.

"Probably not," agreed Brainy. "I'm just hoping that what I want to show you here won't have that effect."

Brainy lead Clark to the middle of the park, where there stood a giant golden fountain. At the top stood Clark's older caped self, but all around him were other heroes.

Closest to him was a man with a cowl that covered his face and had pointed ears. Even in gold Clark thought of him as dark, hiding within shadows and not to be messed with his eternally narrowed eyes. Next to him was a woman with long hair pulled back a tiara of some sort with a eagle on her chest and a lasso at her side. She smiled in a way that made it seem like nothing could go wrong as long as she was around.

There were more. A man that looked like an alien. A woman with giant wings. A man with the emblem of a lantern on his chest, holding up a fist on which he wore a ring with that same emblem. Another man with a lighting bolt in a circle emblem on his chest had a cowl that covered his face and side lighting bolts that reminded Clark of Hermes. He also smiled like the first woman had, but with a little more goofy twist to it.

After these main seven there were even more engraved on the base. So many Clark didn't think he could look at them all if he stayed there for days.

"There are ones like this in all the cities the great heroes of the twenty-first centaury lived in. In each city the hero that lived there is at the highest point. Obviously since this is New Metropolis, this is your city," explained Brainy.

Clark couldn't find the words to respond. He was so taken back by the power these figures. The kindness in their smiles. Would he one day know these people?

"Clark, in your future there will be times it seems the world has turned it's back on you. Like you lost your allies and all those that cared about you and there's nothing you can do to change it. When those times come I want you to think of this statue. I want you to remember that you will always have allies and friends and that you can always change the world around you.

'Not just because you're Superman. Because you're you. You have the biggest heart out of anyone I have never met and it will be your greatest strength," said Brainy.

Reaching out to touch the plague that read "Justice League", Clark couldn't describe in words how grateful he felt in that moment.

---------

When Brainy and Clark had made it back to the Legion Headquarters, they were surprised to be greeted by Saturn Girl. It wasn't because she was there to greet them, she could have easily sensed their approach, but because of what she was wearing. Gone was her super suit and instead she wore a light pink dress in a floral print.

Before either could question it, Saturn Girl said, "I was beginning to get worried that you'd be late for the Valentine's Day party."

"It's Valentine's Day?" questioned Clark in disbelief.

"Has been all day," teased Saturn Girl, walking back inside.

"I had completely forgotten about it," admitted Clark, blushing. "And we just spent the day together on the most romantic day of the year."

"If I had known this was a date, I would have gotten you chocolates," said Brainy.

Clark blush increased as he turned to see how if Brainy really meant it. Then he couldn't help but laugh when he saw Brainy's teasing expression. But what really made him happy, was that Brainy's eyes had nearly returned to normal.


	6. Chapter 6

I'm curious as to who was paying attention to the days and knew V-day would make an appearance? Also, I'm dying to know what people think of my new V-day tradition! I'm also sad to say that I'm running out of ideas for this story. My mojo for it has been stolen by another idea. If you guys want to see this continued I'd really appreaciate your comments/opinions on the story and support.

Chapter 6

The inside of Legion Headquarters looked completely different from ever before. Not only were there decorations of hearts and little cupids everywhere, but the entire room was filled with legionnaires. Not only that, but they were all dressed in normal, everyday clothes like Saturn Girl. It almost looked like a very casual dance at Clark's old high school instead of the home base for a society of superheroes. Complete with music actually playing and some people dancing.

"This is amazing," said Clark, walking further into the festivities.

"You're telling me," exclaimed Bouncing Boy. He was wearing a T-shirt of some horror movie and jeans. "There's like twenty different kinds of chocolates here. Most of it is from the store, but you gotta try the stuff Timber Wolf made."

"How was all of this planned in such a short amount of time?" asked Brainy.

"It wasn't. This was in the works practically the moment Clark finished telling us about Valentine's Day. It was all Saturn Girl and Phantom Girl were talking about when we were on watch duty," said Bouncing Boy, faking a snore afterwards.

All of the sudden the three parts of Triplicate Girl came up from behind and tackled Brainy in a hug all at once. They all wore a black silky looking oriental dress that ended were her legion skirt usually did. Each Triplicate Girl had the design of dragons flying through the sky in their own color. Then the orange one patted him on the head, while the purple one kissed his cheek and the white one spoke.

"You look so cute Brainy. I had no idea you kept any of the clothes we gave you."

"You should have worn one of those button up shirts," said Orange Triplicate Girl.

"A suit would have been very dashing," said Purple Triplicate Girl.

"He doesn't have a suit," pointed out White Triplicate Girl.

"Then we'll have to get him one," insisted Purple Triplicate Girl.

"Laser canons," stated Brainy.

"Awwwwww," the Triplicate Girls pouted and let go of Brainy as they morphed back into one being. When they did the pattern of the dress contained all three of her colors. "That's not fair."

"Either is trying to decide what I wear for me," said Brainy.

Triplicate Girl smiled and jokingly rolled her eyes.

"There are worst things. Hey Bouncy, do you wanna dance with me?"

Bouncing Boy blushed but nodded and they walked off together. They joined Phantom Girl, Timber Wolf, the two CB's and many legionnaire Clark didn't know by name, or didn't recognize out of their suits, there.

It was at this point Clark noticed some people had additions to their outfits. Along with her black skirt and white tan top, Phantom Girl had two paper arrows tied onto her right wrist, one was pink and one that was blue. Triplicate Girl had the same arrows on her wrist. On the other hand Bouncing Boy and Timber Wolf, in his black t-shirt and jeans, had no arrows at all.

All around them there were people with arrows on their wrists. Most of the boys had blue arrows on their wrists while girls had pink ones. Some people had both colors, some had none and one girl, that Clark couldn't recognize, had two pink ones.

"What's with all the arrows?" asked Clark.

"It's not a typical Valentine's Day custom?" asked Brainy.

"Not where I come from at least," said Clark.

"I see Lighting Lad over there. Let's go ask him," said Brainy, pointing to his left and headed in that direction.

Clark was about to follow when a hand on his shoulder stopped him. It was Saturn Girl, with a pink arrow on her wrist and two blue ones in her hands.

"Here are yours and Brainy's arrows," said Saturn Girl, handing them to Clark.

"What are they for?" asked Clark.

"It was an idea Phantom Girl and I came up with," said Saturn Girl. "Everyone gets an arrow with a blue or pink arrow representing their gender and they tie them to their wrists. If they want, they can give their arrow to someone as a love confession."

Out of curiosity, Clark looked around for the girl with the two pink hearts on her wrist but couldn't see her anywhere.

"What happened if the person rejects you?"

"Then they can accept the arrow in appreciation of the persons feelings or simply decline it," said Saturn Girl, smiling in a way that reminded Clark of the woman with the lasso on the fountain. "Now go give Brainy the arrow."

Clark wondered why they had come up with such an idea, as he walked away from Saturn Girl to find Brainy. Confessing you liked someone was hard enough without you advertising it to your friends. Yet a lot of people had already done it, including a pair of girls. How he really wanted to know who they were an ask their advice.

Just as Clark found Brainy, he noticed his shoe was untied.

Spotting Clark behind him, Brainy turned to him.

"I lost track of Lighting Lad. Did you find what they're for?"

"Yea, but could you hold these a sec," asked Clark, handing Brainy both of the arrows. He bent down to tie his shoe, half thinking how it was a good thing no one's super suit ever had shoe laces.

"Hey Brainy, you need help with that?" asked Phantom Girl's voice.

When Clark looked up, his heart nearly stopped. Phantom Girl had tied both of the blue arrows onto Brainy's wrist.

"Phantom Girl!"

The said heroine gave Clark an odd look.

"What?"

"I-you- I can't believe you," stammered Clark, unable to form the words properly in his head, let alone his mouth.

"Your welcome," stated Phantom Girl, walking off to rejoin Timber Wolf at the refreshment table.

"So what are these for?" asked Brainy.

"Those are for-ah- that is…" began Clark, struggling to stand back up. "This is the most embarrassing question you have ever asked me."

Brainy examined Clark's blushing face and then looked around himself. He quickly noticed how people were paired off; double arrows with non-arrows.

"Oh… do you want it back?"

_Tell him to keep it. Tell him to keep it_, Clark's mind screamed.

Without waiting for an answer Brainy tried to untie the arrow, only to find that he couldn't. It was then he noticed that the 'string' was some sort of wire. Upon looking at it closer, he realized what it was.

"This is a duration cuff that once two of them are together, will only release after a certain amount of time has past. In this case, probably midnight."

Clark felt instantly relieved, but still completely embarrassed. He tried to laugh the situation off.

"Well, I don't mind if you don't."

"I don't mind," stated Brainy simply.

---------

The party continued until midnight, with lots of strange music that Clark never even imagined. There were lots of games as well, including spin the bottle and, for some odd reason, pin the tail on the donkey. The food had been delicious, especially the double chocolate chip cookies Timber Wolf had made.

"You should be in the kitchen when he cooks," said Phantom Girl. "It's really fun to steal some of the batter when he's not looking. Plus the apron if hilarious."

"I don't wear an apron," muttered Timber Wolf.

"I know, but would you if I bought you one, my little house wife," asked Phantom Girl, laughing at Timber Wolf's growl.

It had also been interesting to watch the interaction between Lighting Lad, who wore the football jersey of a team Clark wondered was even real, and Saturn Girl. They spent most of the night together, both of them keeping their respective arrows. During some of the songs that sounded like jazzed up swing, and two slow songs, they even danced together.

Around ten o' clock Phantom Girl phased out from the floor behind them and stole Saturn Girl's arrow. At the same time the Triplicate Girls tackled Lighting Lad to the ground. With their surprise attack it only took seconds for them to tie Saturn Girl's arrow to Lighting Lad's wrist. Afterwards he yelled at them, but no one really complained.

The best part of the night had been that Clark and Brainy had continued to spend it together. They, mostly Clark, ate the variety of chocolates and they walked around talking about random things. Brainy asked many questions about how accurate the party was with Valentine's Day traditions and other such things. And throughout the night, Clark's heart sang as Brainy's eyes got lighter and lighter. By midnight they were lighter then when they had first changed. By Clark's guess, about halfway to his original shade.

At midnight the ties of the arrows seemed to evaporate, leaving only the arrows. Most of the people who paired off, including Lighting Lad and Saturn Girl, tore each of the arrows vertically in half and reattached them so each arrow was half of each color and each person took one of them. Clark didn't say anything, allowing Brainy to do with them whatever he pleased.

Everyone helped with cleaning up the mess from the party, especially Colossal Boy who got everything off the ceiling. Then most of the legionnaire left for their homes or the other bases they usually stayed. Some of them opted to stay the night and leave later that morning after some rest.

It was during clean up that Clark and Brainy had separated to help in different duties. Clark helped moved heavier things while Brainy wouldn't let anyone else touch the decorations people had dared to put on the computer mainframe. At one point he demanded who put flower stickers over the notes on the keyboard.

On the one hand it was nice to see Brainy acting more like his normal self but it made Clark worry that it mean the end of their spending time together. Sure they did lots of legion stuff together, but then it was more like doing a common duty then spending time together and it just wasn't the same as doing things for the sole purpose of 'just because'. Plus, other people were almost always around during those activities. He wanted to spend time with Brainy one on one. Then there was the whole issue on where Clark was sleeping that night.

If Clark was honest, he would say he wanted to sleep next to Brainy again. He wanted to hold Brainy against him again, feel his breathing against him and watch his relaxed face in slumber. But there was no way to say this to Brainy, even if he had never promised Lighting Lad to wait a while before saying anything about his feelings to Brainy. It was just far too embarrassing.

Clark finished cleaning before Brainy did, and by that point everyone had either left or gone to other parts of the headquarters. He walked over to the genius.

"Any luck to finding the culprit that put stickers on the computer?"

"Everyone denies knowing anything about it," said Brainy, removing the last of it and putting it in the trash bag he had filled with fake paper flowers, ribbons, streamers and stickers after tearing said stickers into little pieces. "At least they came off relatively easy."

"That's good," said Clark, feeling as though his mind was screaming at him for not saying what he really wanted to say. If he didn't leave soon he'd end up blurting out something stupid. "Well… good night."

As Clark turned around to leave, he considered using super speed to get away before he considered turning back around. Luckily for him, Brainy intervened on his internal struggle.

"Could you wait a second?"

"Sure," said Clark in a way he thought sounded too eager.

Brainy threw the trash away and he and Clark walked towards the living quarters together.

"I wanted to tell you how much I appreciate everything you've done the last couple of days," said Brainy.

"It was my pleasure- not that what happened was a good thing! I mean, I was happy to help but unhappy that you needed it! Not that it was a bother you needing help," said Clark, feeling as though his tongue forgot how to work properly. "I-I'm here for you whenever you need me!"

_Real smooth cape boy._

"I know," said Brainy, smiling to himself. He half wondered how blind Lois Lane had been to see only the super hero version of the boy, to her a man, beside him.

When they reached the part where they had to go separate ways, they both said good night and turned in their own direction. That's why it probably really surprised Clark to feel something physically holding him back. He turned his head to see that Brainy had fully turned back around to face him and was holding onto Clark's sweater vest.

There was no mistaking the dark green coming from Brainy's cheeks and that his eyes were staring at where he was holding onto Clark.

"This is going to sound… stupid, but would you mind spending the night with me again?" He looked up into Clark's face. "You don't even have to talk, just." His eyes drifted downwards again. "Be there."

Clark might have started to float in the air with happiness if he hadn't done what he did next. He turned, reaching forward, and gently pulled Brainy to him by the back of his head. Without hesitation, he kissed Brainy's forehead.

Both boys then stared at each other, shocked by what just happened.

_Well, he's not yelling, running away or threatening me with his laser canons. That has to be a good sign_, thought Clark._ Now what?_

He panicked and let go of Brainy.

"I-I'll go get my pajamas and meet you there."

With that he ran off quicker then a speeding bullet.

---------

By the time Clark had changed and gotten to Brainy's room, brining along his super suit, just in case, Brainy had already changed into his own pajamas. They greeted each other, but the air filled with tension that not even a samurai sword could cut.

It seemed like the silence, and them standing around awkwardly, would last forever until Clark noticed something; Brainy wasn't wearing any shoes. This was the first time he saw Brainy's feet without anything covering them.

Brainy's feet were just like any other human feet, except they were green like the rest of him. There was a big toe, and four smaller toes on each foot. The main difference was that the toes had black lines at the joints and where they connected to the rest of the foot like his fingers with his hand.

For whatever reason, the image of Brainy stretching out his toes in a attack entered Clark's mind. For an even odder reason, the attack was one of a tickling nature on Lighting Lad. Clark couldn't help but start laughing.

The sudden change in Clark's earlier nervous demeanor surprised Brainy.

"What?"

"Brainy, do your toes extend out like your fingers?" asked Clark, trying hard to stop any more laughter from coming out.

Confused, Brainy glanced down at his feet.

"No, why?"

After Clark finished explaining what he had thought of, he couldn't stop himself from laughing again. His laughter increased when he saw Brainy's expression, one of wonderment of where such an idea came from and somewhat horrified in his embarrassment.

As Clark laughed, Brainy found his horror disappearing. Then he saw how Clark had found it funny. Then, without further provocation, he started to laugh too.

They both laughed like that for a while until they both collapsed from exhaustion onto the bed.

"I'll never understand how your brain works," commented Brainy, wiping some moisture from his eye from laughing too hard.

"That's because I'm dark and mysterious," joked Clark, almost making Brainy start laughing all over again.

Without any sign from the other they sat on the bed and pulled back the covers. Silently, they arranged themselves so they were in the same spots as before and laid down.

Clark hesitantly reached out and pulled Brainy to him like he had the night before. He met no resistance.

"Good night Brainy."

"Good night Clark."

---------

So how did you like the V-Day party? I couldn't resist throwing more couples. BB/TG! What did you all think?


	7. Chapter 7

Merry Christmas 2007!

Or rather the day before Chistmas Eve, but whatever!

I know I said I wouldn't be working on this story until I got TOSoP out, but I got a few comments saying that they missed this and I thought it would be a nice treat for Christmas. This is for all my awesome readers that leave awesome comments!

I probably won't be working on this again until TOSoP is done but knowing me a few good comments will make me abandon that notion and take it up again. Who knows? ENJOY!

Chapter 7

_Working, working, working. Little sleep and little food. Mechanic body forming on the slab. Pushing through exhaustion, ignoring it's existence. As the days go by the boy's mind grows weaker and further away._

_Yet, there is always an image in the boy's mind. Another boy, his best friend. Dark skin, dreaded hair, smiling and laughing. He is the boy's anchor._

_"Control… Control…"_

_Their heroes are his tools. He shall severe the anchor._

_"Justice League, destroy him."_

_------------------------_

Brainy bolted awake in the bed, struggling to calm his breathing. Everything seemed to dark, unfocused and surreal. Nothing seemed to be really there. Everything real and tangible seemed to be back in the dream. The echo of a memory that wasn't even his.

He unsteadily stood on the bed, walking off of it at the same time he nearly fell. He didn't even notice the person he nearly tripped over.

"Brainy?"

The pain had felt feel. The exhaustion, the desire for everything to fade away was almost as strong as the will to keep struggling coupled with the feeling of accomplishment and excitement at the idea of revenge and completion of a long delayed goal. Two minds competing for the same space and himself, trapped with them as an observer.

"Brainy?"

Dizziness began to take over, his head feeling much heavier then normal. He felt like he was going to be sick.

"Brainy, are you alright?"

In search of the restroom, his eyes landed on the mirror in the corner. The image wasn't his. It was bigger, stood straighter, had lighter green imitation skin, different armor and empty white eyes but they had the matching symbols on their foreheads. If he didn't destroy this thing, it would destroy him.

"Brainy!"

Brainy blinked and turned to the speaker, who was standing next to him with a look that he hated to see on anyone's face, particularly this person's.

"Clark?"

"Brainy, are you alright? You were muttering to yourself," said Clark.

"I was?" asked Brainy. He had forgotten he had a voice in his daze.

"Something about control," said Clark.

Brainy leaned against the wall and avoided looking in the direction of the mirror. There was no point in denying it.

"I dreamt about Gear."

Clark moved so he was leaning against the wall next to Brainy, careful not to touch him. He wasn't sure how he would react to it at the moment.

"How did your ancestor know Gear?"

"He had hurt Gear pretty badly," answered Brainy softly, though what he said next was even softer. "He had hurt you too, many times."

Though Clark had been surprised by this, having assumed Brainy's ancestor had been some sort of ancient hero like himself, he didn't question it. He should have known by the way people avoided really talking about him and never by name. It was always the 'ancestor'. This was the first time he could recall anyone calling this ancestor by gender.

Clark's silence was eating away at Brainy. He didn't know how Clark would take the news that his ancestor wasn't a good person and had, in fact, hurt heroes. Surely Clark would realize that he had been a villain, would question the things he had done. Then Clark would begin to hate him, like he had predicted when he learned the truth.

It was taking all of Brainy's resolve not to cry. He knew this was going to happen. It would be pointless to mourn over the relationship he had with Clark. Whatever that relationship was, what he really wanted would always be out of his reach.

"I guess I'll just have to deal with it when it happens," said Clark.

Brainy looked at Clark in wonder.

Clark smiled at Brainy as if he thought he had said something funny.

"Did you seriously think I'd reject you because of something your ancestor did?"

Knowing full well that Clark didn't know the whole truth, the extent to which his ancestor had harmed the world, his words soothed Brainy. They were what he wanted to hear when he first escaped Colu, when he joined the legion, whenever people heard the name 'Brainiac' and made that knowing face. And as much relief Brainy felt in that moment, the more dread built in him for the future. As forgiving as Clark was, there was no way he could be that forgiving once he knew the entire truth.

-----------------------------------

_Brainy had locked himself in a dome similar looking to the one he had placed himself in during his planet's alignment, only it was made of glass. Brainy just sat, unmoving, in the middle with his legs brought up to his chest and his chin upon them. He kept his back to Clark, now Superman, no matter what angle Superman tried to look at him through. Brainy couldn't seem to hear Superman, no matter how much he shouted or pounded against the dome that wouldn't break._

_Someone tapped Superman on the shoulder, forcing him to turn away from the dome. It was the girl from the party with the two pink arrows on her wrist. She raised her hand with the arrows still tied on her wrist and opened her fist. Above her open palm was a small gear that looked like a miniature of the one that nearly crushed Brainy._

_She began to sing;_

_"Time is present._

_Time is past._

_Time shall never ever last._

_Remember me when you wake._

_The past is the path you must take."_

_The gear disintegrated into dust into the girl's hand and Superman could hear, and feel the force that broke the dome behind him and it filled him with fear._

_-----------------------------------_

Clark woke up feeling as though he had just watched a movie in which the hero had just been given a mission from supernatural forces. He couldn't think of such a movie at the time, but he was sure there was one like it out there.

It took Clark a moment to realize that the ceiling he was looking at wasn't his own. The only way he could tell was that it was missing the hole he accidentally made with his shoe the first time the alarm went off. Boy, was that was embarrassing explaining that to the others.

He sat up and looked around, surprised to find that Brainy was no longer anywhere in the room. He quickly got dressed in his super suit and went looking for him.

When Superman found Brainy in his lab, he was mildly surprised to see it all cleaned up, having forgotten how much of a mess it had been. He began to have a funny feeling in his stomach when he saw Brainy at his workbench with his back to him like in the dream.

"Good morning. How long have you been awake?"

"A while," stated Brainy, continuing on his project.

"How long have you been in here?"

"A while."

"How long is a while?"

"A while."

If it had been anyone but Brainy, Superman would have thought they were just repeating the same answer over and over again to annoy him. He noticed his chair was still where he had left it and sat in it next to Brainy.

"You do know that I'll just keep bothering you until I get a straight answer."

Brainy didn't pause in his work as he remained silent for a moment.

"I've been in here pretty much since you asleep."

This surprised Superman.

"I thought you agreed to go back to sleep."

"I agreed to try. I never said for how long," said Brainy.

There was no arguing that and Superman began to feel bad about hovering over Brainy constantly. Brainy didn't need a babysitter to annoy him at every turn, demanding to be informed about every little thing. Brainy needed his own space.

"You're right… Listen, I'm going to go get some breakfast. Want to come?"

"No thank you," said Brainy.

"Okay, but you know I'm here for you whenever you want to talk, right?" asked Superman.

Brainy paused and looked at Superman with a sad smile. His eyes had gotten darker again.

"I know."

------------------------------

"You look like shit," commented Lightning Lad as Superman joined him and the others at the breakfast table.

Saturn Girl rolled her eyes.

"What's wrong?"

Superman poked at his eggs.

"Every time I think I've made some progress with Brainy, something happens that ruins everything. Yesterday I thought he was feeling better. He was smiling, teasing me and his eyes were almost back to normal. He has a nightmare about this stupid Gear and it starts all over again. I don't know what to do."

Phantom Girl couldn't help but smirk.

"And how do you know that Brainy had a nightmare?"

Superman blushed redder then his cape and found himself unable to speak. Luckily Saturn Girl came to his rescue.

"That's not the point. It seems lie Brainy's eye color changes in accordance to what he is feeling which seems to becoming more and more unstable," said Saturn Girl. "There may not be a way to reverse it."

"And we can't let the little guy go on missions anymore," said Bouncing Boy looking more worried then ever before. "He could freeze up again and get hurt."

"What are you saying?" demanded Lightning Lad, standing up. "That we kick Brainy out of the legion?"

"I'm not saying that," protested Bouncing Boy.

"Even so I don't think he would want to stay if we keep him on the sidelines," commented Timber Wolf. "He's the kind that doesn't like being a burden."

"He's not a burden," protested all three Triplicate Girls.

"To us he's not, but in his eyes he'd probably feel like dead weight if he got held back from missions because we worry about him," said Saturn Girl.

Lightning Lad sighed and sat back down.

"It would be like the beginning all over again when everyone just wanted to stick him in the labs because he's the youngest here."

"There has to be some way to get him back to his normal grouchy self," said Phantom Girl.

"We don't know enough about it. Brainy had always just let it go away on it's own before," commented Saturn Girl.

"But that never took more then a day before. This could be permanent," said Bouncing Boy.

Superman remembered his dream.

"This all started with Gear right?"

"Well the gear that nearly crushed him to death, yes," said Lightning Lad.

"I meant Gear the person," said Superman. "Every time he seems to get worse it seems to be because of him."

"What are you talking about? He's been dead for-" started Lightning Lad.

"That's the point. No one knows how Gear died anymore. Brainy seems to be worried about what happens-about what happened to him. Also, I think Brainy feels guilty about what his ancestor did to Gear," said Superman.

"Brainy told you about him?" questioned Saturn Girl.

"Only that he had hurt people," said Superman.

"That's all fine and dandy Clarky, but what's your point?" asked Bouncing Boy.

"You guys have time travel," exclaimed Superman. "Why not just go to the past and let Brainy see Gear?"

"Brilliant," exclaimed Lightning Lad.

"No way," protested Saturn Girl.

"Can we do that?" questioned Triplicate Girl.

"This can't be a good idea," moaned Bouncing Boy.

"How would you even know what time to go to?" asked Phantom Girl.

"You want to show Brainy how Gear dies? I don't think that will help," commented Timber Wolf.

"No, just listen," said Superman. "We'll go back to a time when Gear is in his prime. We don't have to interact with him or see how he dies. Just let Brainy see that he's alright and hopefully that will calm his anxieties."

"Do you have any idea what we could do to the timeline?" asked Saturn Girl.

"That didn't seem to matter when you guys came and got me," said Superman.

"That was different. We needed your help," said Saturn Girl.

"Well now Brainy needs our help," said Phantom Girl. "And it's the only idea we have. I say, we do it." She raised her hand.

Triplicate Girl immediately followed suit with her three sets of hands. She was followed by a hesitant Bouncing Boy, a confident Lightning Lad and a neutral looking Timber Wolf.

Defeated, Saturn Girl raised her hand as well.

"I hope we don't do more damage then good."

---------

When Superman returned to Brainy's lab, Brainy was sitting in his chair facing the wall between the entrance and his workbench. In his hands was something that looked like a thick, rounded, light green glass plate. He gazed at it for a while, as if not sure what he wanted to do with it. Then he lifted it up and held it close to his face.

"What's that?" asked Superman as he approached Brainy.

"A recreation of the front of Gear's helmet. I was wondering what the world looked like through his eyes," said Brainy, removing it from his face. He offered it to Superman.

Taking it, Superman held it up to his own face to look through it the way Brainy had done a moment before.

"It's blurry."

"To us, yes, but Gear was a person who really needed glasses. His helmet not only served to protect his identity but allowed him to see without worrying about glasses falling off or breaking," said Brainy, taking back the glass and placing it on the workbench. "Extremely tough glass as well, it would have been very difficult to break."

"That's good," said Superman, wondering where he should begin. "Brainy, I know you've been worried about Gear."

"Do you think it's odd to worry about someone you've never met and died long before you were born?" asked Brainy.

"No, that's not what I'm trying to say. I'm not even sure of how to say it, but I've talked about it with the others and I think we should go to the past and see Gear," said Superman quickly.

"See Gear?" questioned Brainy slowly as if he wasn't sure he had heard correctly.

"Yea. Saturn Girl and the others are trying to figure out when would be a good time for us to sneak a visit without them seeing us," said Superman.

"I already know that," said Brainy. He opened up the part of his arm that controlled the time bubble and made it appear. When the door opened, he walked inside.

"Brainy, we should wait for the others," exclaimed Superman.

"I don't want the others to come. This is personal," said Brainy. "Are you coming or not?"

Though he was surprised he was welcomed along on something Brainy deemed personal, Bouncing Boy's words entered Superman's mind. He shook them off and joined Brainy in the time bubble.

----------------------TBC--------------------

Cyber Cookie for those who guess the girl's identity. HINT: Based off character in LoS comics, where she appears in this chapter and what she does hint at name and powers. She wasn't a lesbian in comics, I just wanted there to be a variety of couples.


	8. Chapter 8

I am such a pushover. I say BG is going on hold for TOSoP and then a get some AMAZING comments and I'm all inspired again. It seems like BG and TOSoP will forever be at war for my attention until one is finished, which probably will be BG since it was started first but who knows?

BTW... to those of you who left me such amazing comments, or commented period, I LOVE YOU! -glomp- THANK YOU! -gives you cyper cookies-

Chapter 8

The alley that the time bubble had appeared in was barely wide enough for it to form in, but managed with just enough space for a dime between each side and the wall. When the door opened to let Superman and Brainy out it was revealed to be the middle of the night with no sound around them but the wind.

After they stepped out of the time bubble and it disappeared behind them, Superman turned to Brainy.

"Where-er-when are we?"

"Dakota, the summer after Gear encountered my ancestor," said Brainy, answering both questions.

"How did you know where and when to enter in the time bubble?" asked Superman.

"During my research I found a brief clip of Static and Gear flying by. It was recorded by a store security camera that had the time and date," said Brainy, pointing to a store across the street. "They should be passing by in a minute."

Superman wondered when Brainy had found this clip, but was silenced when he noticed something in the corner of his eye. He looked up and saw them; Dakota's heroes.

Gear looked exactly like the picture Brainy had first shown him and Saturn Girl, and he appeared to be flying with the use of jet powered boots. The boy next to him was a African American with dreaded hair. He wore a white mask that covered the area around his eyes, but still showed them, with dark blue sunglasses above them. He wore a black shirt with a yellow emblem that looked similar to one of the men on the fountain, but this one's lighting bolt looked like an 'S' and black pants divided by a yellow belt. He also had on a long trench coat that was mostly black and blue with yellow lining the inside. On his hands were blue gloves with yellow by the wrist and on his feet were blue boots with yellow buckles. He flew on some sort of silver disk that was electrified by his powers.

Superman wasn't sure what he thought about Gear, being that he was, somewhat, the cause of Brainy's problems lately, but he instantly liked Static. Even from far below him, he could see the huge smile on his face, how he talked about something using his arms and hands in wild gestures. He had no idea what they were talking about but the expression Static then made to make a point made him chuckle.

As the duo were slowly moving into full view, Superman turned to look at Brainy and the smile vanished from his face.

Leaning against the wall, Brainy gazed up at Gear as if he was thousands of light years away instead of one stone throw away. He stared, unblinking, trying to commit every distant laugh, hand motion and shrug to memory. His lips were desperately trying not to part, not to shout out to the hero, not to cry and beg for forgiveness. He wanted so much just to see the boys face, as it was turned away from him and towards Static.

The duo turned the next corner and were completely gone from sight. As Brainy slumped against the wall and covered his eyes with the back of his hand, Superman wondered if this really had been a good idea.

Just as Superman began to struggle on what to say, Brainy was knocked out of his line of vision by something metallic. He was surprised to see Brainy suddenly laying on the sidewalk struggling in what looked like metallic rope wrapped all around him. He turned again to see Static and Gear floating in the air above him.

_Oh shit_, thought Superman before the image of Ma scolding him came to mind.

"Like the new look Brainiac, but you can only go up after being America's Most Freaky," said Static, glaring down at Brainy.

Gear, even behind the green glass of his helmet, looked confused. He looked back and forth between Brainy and Superman with a sudden horror.

"Oh my god, he cloned Superman!"

"The bastard," shouted Static, powering up.

_Oh crud_, thought Superman. _Think, Clark, think. How do I prove I'm not a clone and Brainy isn't… Brainiac?_

Brainy seemed to be reading Superman's mind for he shouting, "Don't tell them anything. Just get us out of here so we can go back!"

Static threw a blast that made a wall of electricity separating Superman and Brainy.

"Don't go just yet, the party just started."

Superman tried to fly up over the wall but Static blocked him.

"I don't want to hurt you."

"The feeling isn't mutual," said Static, blasting at him again.

Superman dodged blast after blast, trying to get away without having to attack the other boy only slightly younger then him. He only ended up going higher and higher, further away from Brainy.

"We mean you no harm," Superman insisted.

"Like I'd believe that," said Static.

A blast came from below, knocking the disk out from under Static. Without it, he began to fall to the ground.

Superman swooped down after him and caught him by the armpits.

"Are you alright?"

"Yea, just confused," said Static slowly.

"I said we weren't here to hurt you," said Superman, looking down at the ground. He saw that Brainy had managed to get free from the coils and had blasted his arm canon, the cause of Static's earlier rapid descent.

Brainy reverted his arm back to normal and looked around. He had hoped that by knocking Static out of the air that Gear would catch him and he and Superman would have time to get away. He should have known better then assume Superman would just let someone fall, but now he had a problem. Where was Gear?

Quickly moving to the side, Brainy barely dodged a second attack of those metallic coils. He turned to face Gear only to see him blasting straight at him with his jet boots. There was plenty of time to move…

Gear physically rammed into Brainy, knocking him across the street and into a building. He landed in front of Brainy, grabbed his shoulder and reeled back his fist, punching him across the face with full force.

"Not so tough without using my own invention to control me, huh Brainiac?"

When Brainy said nothing Gear got ready to punch him again, but then noticed something about Brainy's face; his lip was bleeding.

Superman and Static landed on the ground slightly behind them.

"Gear stop! He's not-"

"He can't be Brainiac," said Gear slowly, backing away from Brainy.

Remaining silent, Brainy allowed himself to be supported by the wall and gently cupped his injured cheek with his hand.

"Brainy, are you alright?" asked Superman, rushing to his side.

"How much did you tell him?" asked Brainy.

"A whole lot more then nothing," said Static. "I don't care if you're some sort of descendent of _Maniac's_ from the future, but you should have known that anyone walking around with his symbol on their chest and forehead would make you a target around here."

"Sorry, I couldn't think of anything to say," said Superman quickly.

"What else did you say?" ask Brainy.

"That and that I'm from the past, but I've been helping out in the future. Nothing else, I swear," said Superman.

"Not that we don't have a million questions," said Static. "Like what the hell are you guys doing here? Why is any form of Superman hanging out with any form of Brainiac? That hunk of junk is possibly Superman's worst enemy!"

This shocked Superman. He turned to Brainy, who wasn't looking at him.

"Is that true?"

"Yes," whispered Brainy.

Before Superman or Static could say anything else, Gear walked back up to Brainy. Wordlessly, he reached out and brushed up Brainy's bangs. He stared at the symbol of the three circles connecting into a inverted triangle for a long time. He then glanced at Brainy's cheek ad the looked into Brainy's eyes.

"I'm sorry."

"You have nothing to be sorry for," said Brainy, looking like he was going to cry.

"Neither do you," stated Gear. "You didn't dodge me on purpose, didn't you?"

Brainy said nothing, his gaze falling to the ground.

A sharp alarm came from the machine on Gear's back.

"Backpack has picked up a police signal. A patrol car will be passing here soon," said Gear, releasing Brainy's bangs.

"Then we need to get out of here. I don't think we should explain why there's a mini Superman here, no offence," said Static. He spotted his saucer a few feet away and called it to him with his powers. "Let's go."

Static and Gear lead Superman and Brainy to an abandoned garage a few blocks away. Once inside, Gear had Brainy sit on the couch and disappeared into the backroom.

"So, what is this place?" asked Superman, not sure what else to do with himself.

"The, huh-" Static blushed and mumbled the rest.

"The what?" asked Superman.

"The Abandoned Gas Station of Solitude," muttered Static.

"Neat name," said Superman. "But it seems really long. Why not call it the Fortress of Solitude?"

"Can't," said Static.

"Why not?" asked Superman.

"That's what you call your place," said Static.

"I have a-" Superman almost asked but stopped himself. He knew he shouldn't ask too many questioned about his future. He turned to Brainy, but the young genius didn't seem to be listening.

Gear came back in with his helmet off and black rimmed glasses on. Now they could see the black loop earring in his left ear. He walked over to Brainy and pulled up a chair in front of him. He held out a ice pack.

"Here."

"I heal quickly. It will be gone in a moment," said Brainy, but took it and pressed it to his face when Gear continued to hold it out to him.

"Why are you here?" asked Gear.

"You," said Brainy, but to Gear's expression he sighed. "You heard already that I'm Brainiac's descendant, right? Well, since I am largely mechanical Brainiac's memory filed get copied into each descendant when they're born.

'Obviously since we're also organic, the memories get degraded. I can't access them at all, but sometimes when I see something that is strongly connected to one of his memories I basically relive it in my mind. While this is happening I can do nothing else and I'll collapse afterwards.

'This had happened two times before and during those instances I would be back to normal within a day. This time I experienced a memory connected to you and it hasn't gone away. It replays itself over and over in my head.

'I can think of nothing else but you. I worry about you constantly and I feel as if anything that happens to you would be my fault. I can't do anything I could normally do because of you and I think- I think it's been messing with my mind. Superman thought that if, maybe if I saw you…"

"Wow…." said Gear slowly. "That kinda sounded like a love confession."

It was probably a very good thing Superman wasn't holding anything at the moment. If he had been, he would have crushed it at the sight of Brainy blushing a deep green.

Oblivious to the death glare coming from behind him, Gear placed his hand on Brainy's head.

"I don't blame you at all for what Brainiac did. I'll admit that I hate his mechanical guts with the passions of a thousand suns, but you are not responsible for what he has done. No one can hold his crimes against you."

Superman rushed over and stood next to Gear.

"That includes me. I said it before that I would never reject you because of something your ancestor did. I don't care even if he becomes the worst villain I ever face. _You_ will always be my friend."

Brainy dropped the ice pack and looked as though he didn't believe any of this was going on.

"I thought for sure you'd hate me."

"Who could hate a cutie like you?" asked Gear, ruffling Brainy's hair.

"I think we should let them have a moment," said Static quickly. He grabbed hold of Gear and pulled him into the back room and closed the door.

Superman sat on the couch next to Brainy.

"Why did you think I'd hate you?"

"Because I lied and kept things from you," started Brainy slowly.

"Because you were scared?" asked Superman.

Brainy nodded, still not looking at Superman.

"Just like I was scared of every friend I've ever had before I met you?" asked Superman.

Brainy looked surprised, but didn't turn to face Superman.

"I was so scared that people would be scared of me, that they would hate me if they found out about my super strength, my speed, about anything I could do. I kept all my secrets to myself. I lied to cover them up. I made excuses nearly everyday on why I couldn't do this or why something happened around me. I lost a lot of friends by being scared," said Superman. "I can see why you wouldn't want to me tell the truth."

Brainy finally faced Superman.

"My ancestor has done lots of horrible things. Has hurt many people you will care about. I wouldn't blame you for hating me."

"I would. I'd be stupid to miss out on such a great person just because of something someone did four generations ago that you just happen to be related you," said Superman.

Brainy blushed and leaned on Superman's shoulder.

"Thank you."

"For what?" asked Superman.

"For being you," said Brainy.

"You know it's not really a private moment if we can still hear everything they say," exclaimed Gear form the other room.

Brainy sat up and faced Superman. His eyes hadn't changed at all.

"We should probably go back."

Gear burst out from the backroom

"Don't go! It's rude to drop in on someone's time period, shake things up and then leave without so much as a good bye. You should stay a while."

Both Brainy and Superman were surprised by the invitation.

"Thank you, but I would really stick out here," said Brainy.

Gear walked back into the back room and came back out with a green baggy hooded sweat shirt with a thick orange horizontal strip through the middle. He walked over to the couch and quickly pulled it over Brainy and pulled up the hood.

Seeing Brainy wearing a shirt that he could probably fit his entire body in, and looking so shocked by it being on him, made Superman laugh.

"We have making ways of making no one notice," said Gear in his imitation of a gangster voice. "See?"

His arms still tucked in the inside of the sweater, Brainy put his arms through the sleeves trying not to show how annoyed he was.

"I feel like I'm in a giant sleeping bag."

"We can get a different sleeping bag, er, shirt," said Gear.

"Why do you want them to stay so badly?" asked Static grumpily.

"Hello? It's Superman," started Gear.

Superman blushed.

"We have a Superman here," protested Static.

"So? We never actually see him. Besides, this Superman comes with a adorable organic-mechanic hybrid. Plus they're time travelers! How can we call ourselves sci-fi fans if we lets them go so easily?" asked Gear.

Both Superman and Static forced back growls when Gear called Brainy 'adorable'.

"We should go," said Superman, only to turn to face Brainy and see that he had fallen to his side and had fallen asleep.

"Awww, can I keep him?" asked Gear in a triumphantly teasing voice.

-----------------

If someone drew me Brainy in Richie's sweater I would love them forever. Seriously.


	9. Chapter 9

I got a lot of amazing comments last chapter, thank you to everyone who reviewed. I'd also like to point out that I will give chapter dedications to people who draw me fanart. -hint, hint, wink, wink-

Chapter 9

"And he just fell asleep… why?" questioned Static.

"I'd be tired after being constantly stressed for a long period of time," commented Gear and, upon seeing Superman's surprised expression, added, "Just a guess based off a short period of observation, of course."

"Don't question it," said Static quickly. "He can be creepily observant when he wants to be. Not as much as Bats, but still."

"Who?" asked Superman.

Static and Gear glanced at each other and then grinned in a way that greatly worried Superman.

"Why, your future best friend of course," said Static sweetly.

"Then why do I suddenly have a sinking feeling?" asked Superman.

"No reason I can think of," said Gear innocently.

"No reason at all," Static agreed.

It only caused Superman to worry more, especially after Static and Gear took that moment to exchange grins that were way too big to have good intentions.

"Yea… do you guys mind if we stay here until Brainy wakes up? I don't know how the time bubble works," said Superman.

"Brainy?" asked Gear.

"Brainiac Five's nickname," said Superman.

"Cute," said Gear.

"Yea, real cute. I would love to have a tea party with five Brainiacs, wouldn't you?" asked Static, making faces that showed how truly he felt about the concept.

"There aren't five of them," said Superman. "Brainy is a fifth generation. I'm pretty sure the other ones aren't around anymore."

"Excuse me if I don't do the happy dance," said Static, waving his arms in front of him slightly. "The thought of Brainiac having kids is creepy."

"Though I'm extremely curious as to how it would work," said Gear, looking down at the sleeping Brainy. Superman didn't think he liked Gear's smile now any more then he did the one he shared with Static earlier.

Static almost laughed and gave Gear a gentle punch in the arm.

"You would."

Gear laughed and returned with an equally gentle punch that Static shielded himself with his arms and pretended to be scared. They silently joked with each other like this for a few moments, almost as if speaking a secret language that not even Superman's extraordinary hearing could detect. Then, as the laughter started to die down, they looked at each other and smiled in a way differently then they had smiled before. It was like witnessing a slow motion moment from a movie in real life. All it needed was background music and a close up of their faces.

"You defiantly can't stay here," said Gear suddenly, snapping Superman out of his own observations.

"What?" asked Superman, not really sure of what Gear said.

"You can't stay here," Gear repeated. "It's a gas station that only has power when Static gives it power, plus the couch isn't big enough for both of you to sleep on."

"Oh," said Superman slowly.

Gear returned his attention to Static.

"It would be easy to sneak them into my house for the night but my mom has a habit of walking into my room without knocking."

"Well Sharon has left for the week on that trip with Adam and since Pops knows about us, I'm sure he'd be cool with them staying," said Static.

"He's probably sleeping by now," said Gear.

Static shrugged and smiled sneakily.

"And what he doesn't know won't hurt him."

Gear left the room and returned again without his glasses and his helmet back on. He walked back to where the others were standing and, before Superman realized what he was doing, Gear bent down and picked Brainy up from the couch.

During the lift the hood fell off Brainy's head and his hair was slightly messed up because of it. It would have been cute if Brainy hadn't continued to sleep as if he hadn't moved with his head now resting against Gear's chest.

At that moment, Superman found it very hard to like Gear.

They flew to a house in a quiet looking neighborhood and snuck in through a open window. It almost felt criminal to Superman until Static turned on the light of the messy room and took off his trench coat.

"Home sweet home."

"Hey V, where do you want them to sleep," asked Gear, who was beginning to struggle under Brainy's weight.

Superman was more then happy to help by taking Brainy away from him.

Static stretched his head thoughtfully and turned to Gear for thoughts. After watching his friend take off his helmet and shrug, he turned to Superman.

"Do you guys mind sharing my sister's bed or would you rather have sleeping bags in here with us?" asked Static.

"Won't your sister mind?" asked Superman, the very thought of it making his face turn red.

"She won't know," said Static, thinking this was Superman's answer and lead him out of the room with Gear, now back in his glasses, following.

Gear left them somewhere in the hallway and Static lead them into a near by room, past one echoing with snores.

Static turned on the light of the room and lead them into one that clearly belong to a girl.

"My sincerest apologize for the pink."

"Here's hoping it won't give you nightmares," said Gear upon entering the room, carrying more things of pink. He turned to Static. "Help me change the sheets."

"What? Why?" asked Static.

"So they don't catch cooties from your sister," said Gear looking at Static the same way Brainy looked at Lightning Lad when he said something stupid. "Just do it."

"Fine," groaned Static, knocking a few stuffed animals to the side and started to strip the bed.

As they changed the sheets together it was almost as if Static and Gear forgot Superman was there. They started talking about some comic book, making side jokes about random things and at one point Gear threw one of Sharon's stuff animals at Static for a bad pun. When it hit him Static fell to the ground and pretended to die of cooties.

"Sweet dreams," said Gear after he and Static finished.

"See you in the morning," yawned Static.

Superman barely had a chance to thank them before they closed the door behind them. He looked around the room and wondered if it really would give him nightmares. He managed to pull back the covers before lying Brainy down on the bed and considered taking off the sweater but he didn't want to wake Brainy up.

Not tired yet, Superman sat down on the bed next to Brainy. Being in this past, future to him, had given him a lot to think about. He was going to have some sort of hideout that he would call The Fortress of Solitude, and he was going to be 'best friends' with a person named Bats. He wasn't sure if he was more worried that Static and Gear weren't being truthful with the whole 'best friend' business or that he would one day know someone that called themselves 'Bats'. It was too close to 'Batty' for this taste.

More importantly he knew more about Brainy's ancestor. Admittedly it wasn't a lot, but it was more then what he had started with. The original Brainiac was obviously a evil villain. He had somehow hurt Gear and many other people, people that Superman would one day care about according to Brainy. Though Superman didn't know exactly who Brainiac had hurt outside of Gear, or what kinds of things he had done, Superman already hated Brainiac.

Superman hated how Brainiac had affected Brainy's life. Brainy would hardly mention his ancestor by name and had obviously caused Brainy lots of pain throughout his life. Not only was plagued by Brainiac's memories, Brainy had feared being completely honest with Superman, possibly all of the Legion because of him. Worst of all, Brainy seemed to be ashamed of who he was because of Brainiac.

There had to be a way to show Brainy how wonderful Superman thought he was since simply telling him that he didn't blame Brainy for anything Braniac did, didn't seem to really help. It made Superman wonder if Brainy would even believe him when he told Brainy that he loved him. Would Brainy accept his feelings or reject them?

Looking down at Brainy, Superman smiled at the sight that met his eyes. Brainy had curled to his side, facing Superman and had taken hold of Superman's cape. Deep asleep, Brainy held the red material to his chest.

Superman thought of everything they've been through together since he joined the Legion. Of the more recent events he remembered Brainy holding onto him the first time they had slept next to each other and how Brainy had grabbed hold of his sweater vest as he asked Clark to 'just be there.' He looked more closely at his memory of Brainy's expression after he had kissed the shorter boy's forehead. He had noticed that Brainy's blush was dark green, but he hadn't noticed how it had spread across his face, his big bright purple eyes staring up at him in wonder and… yearning? Had that really been in Brainy's eyes, or was he imagining it along with the hope Brainy's eyes had been brighter in that moment?

Either way, Superman had enough of becoming closer to Brainy and having to keep him at a arm's length at the same time. As soon as they got back to the future he was going to tell Brainy how he felt.

-----------

Brainy awoke feeling as though he hadn't really slept at all. His head felt heavy and he didn't want to open his eyes. He probably would have went straight back to sleep if something hadn't felt off about his surroundings.

Counting to three, twice, Brainy slowly opened his eyes. The first thing that made his way through his clouded mind was that he had just woken up in the best place in the universe, Superman's arms, as he had the last two nights. He closed his eyes for a moment longer and noted that he wouldn't mind waking up this way every morning.

This time, having to count to ten, Brainy opened his eyes to discover that he was in a completely unfamiliar room. He knew of no one in the Legion that had so much pink in their quarters, or strange looking pictures on the walls.

Curiosity won over comfort and Brainy eased himself up into a sitting position. Before he had the chance to look around more he noticed there was something different about himself. He was wearing a light green hooded sweater with an orange strip across the middle that was much too big on him. He ran his hands over his arms absently, in almost a self hug. Where had this come from?

Taking off the sweater, Brainy looked at the sweater more closely. He looked from it, to the room around him and he slowly began to remember what had happened the night before. It worried him that they were still in the past, but what worried him more was that it took him so long to remember everything. His mind normally worked much faster then that and had the capability to holding large amounts of data.

'Hello,' an electronic voice said directly to Brainy's mind.

Looking towards the ground Brainy saw Gear's mechanical backpack walking with the devices it usually used to stay strapped to Gear's back. A small camera had come out of its front, as it recorded Brainy. It almost looked like a animal observing him.

'Hello,' Brainy replied directly back.

'You are a Brainiac, but not three Brainiac,' Backpack stated.

'That is correct,' said Brainy.

'Do you have emotions like humans?' asked Backpack.

'For the most part, yes,' said Brainy.

'That is good,' said Backpack. 'Did you sleep well?'

'I don't feel like I slept at all,' said Brainy honestly.

'Then why did you fall asleep so suddenly?'

'I was affected by Static's natural electric currant around his body, for on my home planet Coluans sleep during lighting storms that happened regularly there. Lightning charges our mechanical parts as eating and drinking energizes our organic parts. When I came to Earth I had to get used to sleeping without lightning storms and absorb electricity from the power sources there instead. Lightning storms, and people with lightning based powers make me tired. If I'm not concentrating on something else, I easily fall asleep,' explained Brainy.

'So being around people like Lightning Lad and Static give your energy by just being around them?' asked Backpack.

'I have to be asleep to absorb the energy,' said Brainy. 'And how do you know about Lightning Lad?'

'The link through which we're speaking allows me to access your thoughts, such as how I communicate with Master Richie,' said Backpack.

'Richie is Gear, correct? You can't tell him anything about the future,' said Brainy.

'I cannot without information from my creator,' said Backpack.

'Then don't go digging around in my mind. It's dangerous for anyone of this time to know too much about the future,' said Brainy.

'But Clark Kent is the exception,' stated Backpack.

Brainy felt his flash heat up and, almost as fearing Superman would somehow wake up and hear them, he joined Backpack on the ground.

'What did I just say about digging around in my mind?'

'You care for Clark Kent very much,' stated Backpack, ignoring Brainy's question. 'That is too bad.'

Before Brainy could question what Backpack meant by this, one of Backpack's devices flashed.

'Master Richie is awake. We should return his sweater to him.'

With that said Backpack walked around Brainy and attached itself to Brainy's back like it had done many times to Gear.

Brainy wasn't sure of what to think of this, but figured there was no harm in returning the sweater like Backpack requested. As he was at it he could tell him that he and Superman would be leaving as soon as he woke up.

Standing, Brainy looked down at the sleeping Superman. This was the first time he really had the opportunity to look at the other boy while he was asleep. His breathe was caught in his throat as he was instantly reminded of Endymion, the beautiful shepherd that Selene put him into a eternal sleep and kept him to herself in a cave. Granted, he didn't want to put Superman in a eternal sleep, but the idea of keeping the other boy to himself was very appealing.

'Wouldn't that corrupt the timeline?' asked Backpack.

'Stay out of my head,' snapped Brainy, hopeing that Backpack would at least try to keep his thoughts relating to Superman to its mechanical self. He grabbed the sweater and tried not to look at Superman to avoid bringing up more personal thoughts. Heading into the hallway, he was surprised that he nearly walked straight into Gear, now Richie, dressed in his ordinary clothes, minus the sweater, showing the white t-shirt he normally wore under it.

Richie grinned at the shorter boy.

"Good morning Brainy. Hey Backpack, new friend?"

'Initializing mental link,' stated Backpack.

'Wait,' Brainy mentally shouted. 'You're already connected with my mind. You can't-"

Backpack either didn't hear Brainy in time, or just ignored him. It initialized the link between itself and its creator, creating a link between Richie and Brainy.

At first it was a rush of thoughts, memories and emotions that neither could really process. Then came the feeling that every sense had been heightened to the point it was almost as if they were drugged.

Richie lifted his hand and touched the cheek he had punched the night before. It was soft and warm under his touch, he couldn't tell that Brainy was mechanical at all. He wondered if all of Brainy felt this way.

Brainy's cheek felt tickled and set on fire by Richie's fingers. He could feel how it felt to his cheek and could almost imagine that he could feel what Richie was feeling through their physical connection.

Then there was warmth throughout both of their bodies, the sensation of soaring took away all rational thought. Their lips met in a kiss.

If Backpack had the capability, it would have smiled.


	10. Chapter 10

Celebrate with me! This chapter includes the 100th (double spaced) page of the story! So that means Chapter 11 will have page 101! YAY! -dances-

Also to celebrate is keyko101's birthday! So you can thank her for chapters two days in a row by wishing her a Happy Birthday January 24th 2008!

As always thank you to everyone who reviewed. I wuv you. -hug-

PLEASE R&R.

Chapter 10

The kiss had been brief and chaste. To be truthful, it wasn't much different then a kiss between family members or close friends. Still it probably wasn't a good idea on Backpack's part to cut the connection the moment their lips separated.

Brainy backed away so quickly he nearly went straight into the hallway's wall. His mind moving faster then it had in ages, but unable to complete a thought. People and events were running through his mind, some of which were foreign to him. He had never gone to high school, never had to worry about what his parents thought of his friends.

The thoughts started to some faster. Fights, comics, Saturn Girl, Static, Bouncing Boy, homework, equations, inventions, Lightning Lad, computers, Hot Streak, space travel, Colu, the big bang, Superman, Clark.

"Stop it. Please stop," Brainy whimpered, holding onto his head, foolishly thinking that it would somehow contain his thoughts. Somewhere in all the chaos, he remembered Backpack was still attached to his back. "Get it off. Get it off!"

Moving wildly, Brainy evaded every attempt Richie made to grab hold of him as he tried to tear Backpack off of him. It wasn't until Brainy nearly hit the wall again that Richie was successful. Richie grabbed hold of Brainy and wrapped his arms as tightly around the shorter boy as he could, not knowing that if Brainy had been in the right mind he could have easily broke free of his grip.

Backpack jumped off of Brainy and onto the fallen sweater moments before the struggling caused the two geniuses to fall down right in front of it. It took a few steps backwards to ensure its safety and continued to observe them.

"Calm down Brainy. It's okay," said Richie desperately. "Listen to my voice."

_Clark?_ Brainy's mind reached out mistakenly. _Please, help me. It hurts._

Feeling Brainy starting to clam down, Richie continued, "It's okay. I'm here."

The thoughts were still running through his mind, but they dulled to the point Brainy didn't want to tear his own head off anymore. Feeling like someone had just flattened his mind with a giant boulder, he rested his forehead on Richie's shoulder.

Richie relaxed his hold, sighing. He wasn't completely sure of what had happened, but it was obvious that it had actually physically pained Brainy while all it did to him was give him a mild headache. Perhaps he needed to check Backpack's programming?

"What. Just. Happened?" asked a very familiar, angry, voice.

Richie glanced up in the direction he had come from. To his horror, he saw a very murderous looking Virgil. His best friend, still in his night clothes, seemed to be unconsciously gathering energy in his hands as if contemplating blasted the two on the floor before hearing their explanations. In comparison, when he looked away from Virgil and towards Sharon's room, Superman's wide eyes, just woken up, 'I don't believe what I'm seeing' look was kinda funny. He laughed nervously.

"You wanna hear something funny? I really have no idea."

----------------------------------

Brainy sat on the ground with his head in his hands, covering his face, trying to figure out what had happened. His head was pounding and he kept having random thoughts. The world seemed muddled around him. He couldn't understand anything the others were saying and stopped paying attention because he could no longer bear the looks they were giving him. Static/Virgil's glare. Richie's embarrassed eyes and excited smile. Worst of all, Superman's disbelief and worry.

Gadgets, tools, scribbles on chalkboards. _Go away._ Strategies, reports, the lab. _Go away._ Lockers, books, teachers, parents, Burger Fool. _Go away_. Hundreds of identical faces, perfection, intelligence, a retreating figure that wouldn't come back no matter how much he called. _Go away._ Music, laughter, jokes, games. _They're not mine._ "It is only logical that the descendent of Brainiac would be our greatest prodigy." _Go away._

A hand touched his shoulder and Brainy looked up. Superman had kneeled down next to him and was saying something, but it was like it too far away for him to hear. He suggested to his ears and shook his head.

Superman leaned in, bringing his lips closer to Brainy's ear.

As Brainy felt Superman's breath against him, the lips from before came all too clearly to the front of his mind.

"Are you alright?" asked Superman.

Brainy felt sick and shook his head no.

It was another hour before Brainy's hearing returned and his mind began to work the way it was supposed to. It was then he learned how lucky they had been. Virgil's father left but ten minutes before… what happened occurred. He still didn't want to think about it, to acknowledge it. He felt like the betrayed and the betrayer. Why had he kissed Richie with the way he felt about Clark? Why did it hurt so badly?

"Backpack won't be doing that again, anyway. I've made sure of that," said Richie, giving his invention a pointed look.

Backpack beeped a few things and crouched down on its mechanical legs in a way that looked like it was moping.

"Any idea why you both reacted so- so differently?" asked Virgil, much calmer then he had been earlier.

"My mind is partly mechanical. I can take in much more information in a shorter amount of time," said Brainy slowly. "Not that I could make sense of anything. It was too- disorienting, like a virus."

"At least most of the affects are gone, right?" questioned Richie.

"Most," agreed Brainy, not looking at him.

"This is definitely one of those weirder days," mumbled Virgil. "Who's hungry?"

"Me," said Richie quickly.

"That's a given," smiled Virgil. "How about you two?"

"Yes," admitted Superman, sounding defeated.

"I don't need to eat," stated Brainy.

"I'd understand that attitude if Sharon was cooking, but I'm not that bad at it," said Virgil. "You two need to learn to lighten up. Man, it's weird giving advice to past Superman and a version of Brainiac… Listen, it was weird and painful looking but everyone is okay, or will be okay with time. You can't let this get to you or how will you handle the bigger stuff? Now, who wants omelets, besides Richie?"

"I-I'll stay up here for a while," said Brainy.

"Just lay down for a while longer," said Virgil. He glanced at Superman and grabbed hold of Richie's arm and pulled him downstairs with him.

Brainy slowly stood up from the floor, hopeing against logic that Superman would follow the others. When he didn't, he said, without looking at him, "Go downstairs and eat. I'll be alright."

Not waiting for a reply, Brainy walked back into Sharon's room. He barely acknowledged the overabundance of pink or stuffed animals on the ground or the fact that this was a room other then it was at least a room away from the others. Collapsing onto the bed, he didn't bother to pull the covers over himself.

Richie's thoughts may have been gone but that didn't stop Brainy's own thoughts and guilt from tormenting him. He had kissed Richie. On Colu, physical touching was frowned upon with rare exceptions for romantic relationships. Even receiving a kiss from a friend would be frowned upon, but Brainy had learned to accept it as part of Earth custom's when -mainly- Triplicate Girl couldn't contain herself from giving him an occasional kiss on the cheek.

Throughout his entire life Brainy had only given a kiss to one person before. Though it, too, had been on the cheek it had been rejected and that person was long gone. Now he had shared in a kiss with a person he didn't love. On Colu that was considered illogical, barbaric, disgusting, it went on and on. Even though such kisses were common on Earth, particularly during this time, Brainy couldn't help but feel ashamed of himself. He had not just wronged himself but the person he really loved in the act.

No longer able to contain himself, Brainy choked back a sob. He curled his body into himself and wanted nothing more then to cry. Denying himself even that, no tears would come. All he could was breathe deeply, uncontrollably, wrap his arms around himself and let his body shake in shame.

They never should have come to this time.

Brainy bolted into a sitting position when a familiar hand touched his shoulder. He wasn't sure whether or not to be surprised as see saw Superman standing there. His eyes immediately looked away.

"Leave me alone… please."

"I'm sorry, I can't," said Superman, sitting on the bed. "Please, talk to me."

"I-" Brainy started, but was lost as to what to say. Whether or not he wanted to say anything. Superman knew nothing about his home planet, its cultures and beliefs. "On my old planet-" He had no idea if Superman even saw the kiss. "Before, when backpack-" He still didn't know what he had been thinking at the time. How could he explain it. "I can't. I don't know how."

Superman reached out and touched Brainy's face. Slowly letting his fingers graze over the cheek facing him before taking hold of his chin and turning it so Brainy would have to face him. He looked into Brainy's eyes, that couldn't be any more heart breaking if they tried, and tried, desperately, to think of something, anything that would comfort Brainy. It was almost physically painful to see Brainy so sad.

Brainy couldn't bear the sight of Superman, looking at him that way. It was as if Superman was trying to look inside of him, see what was in his very soul. That is, if a Brainiac could even have a soul. He wanted to look away but he couldn't bring himself to turn his head, even though Superman wasn't holding onto his face very tightly, or to close his eyes.

Once he saw Superman's face, he was done for. If Superman was smiling, he'd do anything to keep that smile there. If Superman was sad, he'd do anything to make it go away. Superman embodied the very source of his strength; light, warmth and goodness. And Brainy was a moth to the universe's biggest flame.

"I kissed Richie," said Brainy. "I don't even know why I did it. When Backpack had connected our minds it felt like the world, like our minds had been fogged up and our senses had somehow been heightened. He touched my cheek and the next I know we had kissed and the connection was broken and my mind was going crazy. For a second I even thought he was you and, and- please say something."

Surprising Brainy, Superman took Brainy into his arms and held him as close as he could without hurting him.

"Did he force you to-"

"No," said Brainy. If anyone had forced anything it had been Backpack, but he didn't think Gear's mechanical helper would have planned on the kiss. He almost wondered what Backpack had wanted to accomplish by the entire thing. "It's just that, on my home planet, kissing someone you don't love is-it's one of the worst things you can do. Especially since physical touching is, in general, frowned upon."

"No one can blame you for something that was out of your control, Brainy," said Superman. "Though I don't know what else to say."

There was nothing Superman could say. The cultures they were raised in were too different. On earth, touch was a part of life. Handshakes, pats on the shoulder, hugs, kisses of different varieties and so many other examples. Clark, most likely, grew in a household where he experienced these things everyday in the loving Kent household where it was accepted, even expected, that he kissed his mother's cheek and shake hands with his father after a hard day's work on the farm.

On Colu, parents never touched their children more then necessary. Brainy hadn't even seen his mother since he was very young and never knew who his father was. And after his mother was gone he was his society's most prized possession, the next Brainiac. People rarely socialized with him, wanting him to concentrate on furthering his intelligence, let alone touched him in any way.

Brainy still remembered his first week in the Legion with horror. When it was made known that Brainy was the youngest in the Legion and the pats on the head and the hugs started, Brainy hadn't known how to handle it. He remembered always checking around the corner to make sure one of the girls weren't there, and feeling like a trapped animal whenever he was around one. Then when he had actually been in one of the girl's clutches, or three in the case of Triplicate Girl, he would have mild panic attacks that no one really noticed because it was all internal. No matter how much he protested the girls wouldn't stop. They just thought he was being shy and he wouldn't admit that he was scared of them.

He had actually been trying to run away from Triplicate Girl when Phantom Girl phased out of a wall and hugged him. It was made worse when Triplicate Girl joined in. The feeling of being ambushed, or trapped, or possibly the familiarity of being attacked by superheroes brought on one of Brainiac's memories. He physically froze up then fainted after the memory of Brainiac fighting the Justice League ran its course. He had been very grateful when Saturn Girl had been the only one around when he woke up. It had been much easier to explain the situation to her and have her explain to the others then to have an entire audience to his shame. That was when he started to threaten the girls with his laser canons if they attempted to hug him or pat him on the head any further. Like he had told Superman, he actually had to shoot at someone before his threats became successful.

Even when that threat was gone, Brainy was still in a mostly human, very touchy environment. People would sometimes forget his no touching rule and pat him on the shoulder after he had done something well. He couldn't even count the number of times he had turned down a high five from his fellow male Legionnaires. There was always an awkwardness in these moments that made Brainy feel even more isolated from his teammates as he had been in his own society.

It was Lyle, Invisible Kid, that first confronted Brainy about his touching issues. Lyle joined the Legion shortly after Brainy did and, not only could he turn invisible, but he rivaled Brainy in intelligence. They didn't get along at first, they argued over science, competed in their inventions and, though Brainy had never admitted it, Brainy saw Lyle as a threat to his position on the team. Lyle was intelligent, vastly valuable on spy missions, sneaking into places and more pleasant to be around for their teammates. Plus Lyle didn't have the stigma of being a descendent of one of the worst enemies to one of history's greatest heroes.

They eventually calmed down their rivalry an became friends, due on the most part to Saturn Girl threatening to make them sit in the corner or locking them into a room together if they couldn't learn to get along. And Cosmic Boy, who had been the leader back then, threatening to follow through on Saturn Girl's threats. Brainy soon learned to trust Lyle, more then any other Legionnaire, and value him for his intelligence, personality and honesty. It had still surprised Brainy though when Lyle had flat out asked what Brainy had against human contact.

"Do you think we're dirty or something?" Lyle had asked.

Brainy had answered with a simple no, not yet willing to admit how uneasy being touched made him.

"You have to learn to deal with being touched, Brainy," said Lyle, who had been the one to give Brainiac Five his nickname. And, at the time, only he could get away with calling Brainy it without getting yelled at. "What if you have to rescue someone from a burning building or deal with a scared child? Plus it would make it easier for you to interact with the others and besides…" He had smirked teasingly at his friend. "I think Triplicate Girl will explode if you don't allow an occasional hug."

At the time, Brainy didn't think he'd ever allow Triplicate Girl to ever hug him again, but Lyle had a logical argument. He stated such and added, "But how am I supposed to get over my… aversion to it?"

"We could try shock therapy," Lyle had said and, before Brainy could ask what he had meant, Lyle wrapped Brainy in a tight hug.

Brainy had panicked, struggled, and demanded that Lyle let go to no avail. Lyle didn't even let go when Brainy had started to cry and beg to be let go. When Brainy calmed down and was released from Lyle's hold, Brainy fully expected Lyle to tease him with his reaction for something as simple as a hug. Instead Lyle apologized for his 'tough love' and promised they would take it much more slowly. Brainy doubted he ever would have gotten used to being touched without Lyle's patience, but Lyle was something Brainy didn't like to think about anymore.

"Brainy," started Superman hesitantly. "Should I let go?"

At first Brainy wasn't sure why Superman had asked. He had hugged Brainy many times before now, but then he remembered how he had said Coluans frown on touching in general. He supposed he didn't help in the matter. Every time Superman had held him, Brainy had never held on back. He supposed he still had problems with levels of intimacy that Lyle could never had helped him with.

Wrapping his arms around Superman, resting his hands on top of his shoulder's, Brainy fully leaned against the other boy. Not trusting his voice, he shook his head.


	11. Chapter 11

OXOXOXOXOXOXO HAPPY VALENTINES DAY 2008! XOXOXOXOXOXOXO

Not really a romantic chapter, but hey, the story started with talking about V-day so it counts!

I'd like to thank everyone who commented with special thanks to Noriko Sakuma for still commenting on Chap. 9 even when Chap. 10 had already been posted.

This chapter is dedicated to Yu-Gi-Ah 2.0 who drew me the cutest, funniest fanart EVER! -hug- Unfortunately she hasn't posted it anywhere yet for others to see. If anyone else would like a chapter dedication all you have to do is draw me fanart... Please? -puppy dog pout-

For those of you who would like to know, it's my birthday next month, March 7. -smiles brightly- All I really want are comments on what everyone thinks of my stories, what they liked, etc... but for those of you who really want to make me happy, or just want a chapter dedication, can draw me fanart of my stories or just fanart of Brainy or especially fanart of Brainy/Superman. -giggle-

Chapter 11

Superman was half worried, half relieved and half terrified. No wait, that didn't make sense. You can't have three halves to something... Being easily distracted aside, he was part worried, part relieved and part terrified.

He was worried about what was going on between Brainy and Richie. It seemed that Richie had taking a liking to Brainy, and Brainy still harbored guilt about what Brainiac had done to Richie. Superman didn't think Richie would intentionally use it against Brainy, but he didn't know the whole story behind _the kiss_, something he was really worried about. What if Brainy was holding part of the story back because he didn't want anyone to blame Richie for it?

Then Superman was relieved that _the kiss _meant nothing to Brainy. Well, he shouldn't exactly say nothing. It was something negative to Brainy because of how Brainy felt about Richie, which, Superman was relieved to say, that it was not romantically. He was also relieved to find that Brainy didn't object to their physical closeness, despite it going against his home world's culture. In fact, Brainy not only accepted their closeness but seemed to enjoy it as well.

Most of all Superman was terrified. Scared that Brainy wasn't improving. Scared that it had been a bad idea to come here. Scared that he may loose Brainy to whatever was happening to him. Most of all he was petrified of how Brainy would respond to his feelings for him.

Originally Superman had decided to wait to tell Brainy until after they had returned to the future. Now he didn't think he could last another minute without saying something or doing something rash. He wanted Brainy to know how important he was to him, how he couldn't stand to see Brainy sad, wanted to see him smile again and, most of all, he desperately wanted to show Brainy what a real kiss would be like.

"Brainy," said Superman, hopeing his voice wasn't shaking from the butterflies in his stomach. "There's something I want to tell you."

Suddenly there was some urgent knocking on the door.

"Hey guys," called Richie, causing Brainy to wince. "You gotta come down right now. There's someone here to see you."

At the moment, Superman was finding it really, really, really, _really,_ hard to like Richie in the least bit, especially when Brainy pulled away from him to say they would be down in a moment.

After the sound of Richie running down the stairs had faded, Brainy turned to Superman.

"The others must have come looking for us."

"Must have," agreed Superman.

"Superman," said Brainy.

"Yes?"

"You have to let go now."

Superman blushed when he realized he was still holding onto Brainy. His blush worsened when he realized Brainy was practically on his lap.

"S-Sorry."

When they walked downstairs Superman was surprised to find that the Legion wasn't there. In fact it was a grown man, maybe in his thirties, that he didn't recognize. This man was tall and somehow gave off the appearance of being buff and a wimp at the same time. He had black combed back hair, wore a light blue suit with a white undershirt, red tie and… glasses?

Superman look at Brainy, who looked like he was going to have a heart attack and back at the man. He gulped.

"Are you… me?"

The man smiled and extended his hand to shake the younger Superman's.

"Clark Kent, ace reporter. Nice to meet you, again."

Somewhere in the back of his mind, Superman acknowledged the fact that he succeeded in becoming a reporter. The rest of him felt like his brain fried itself.

"How-"

"I remembered meeting myself when I was you so I came. Weird, huh?" asked Clark, looking amused.

"Very," agreed Superman slowly.

Clark then turned his attention to Brainy, who looked like he was waiting for the death penalty. He smiled and knelt down so they'd see eye to eye.

"I have met Brainiac, fought him and my feelings for you haven't changed."

The anxiety visibly left Brainy at these words and he almost smiled.

Superman felt himself fidget nervously. He had the sneaking suspicion that the word choice was more directed to him then Brainy.

"And thanks for showing me the statue," continued Clark. "It has helped a lot."

This time Brainy did smile. It was small, but it was the first real one since Brainy had the dream about Gear and Superman thought it was beautiful.

"But I'm afraid that you both can't go back to the future yet," said Clark. "Things happen here that you have to be present for."

"That's helpful," commented Virgil, surprising Superman and Brainy. They had forgotten that Richie and Virgil were there. "Are we going to be told about anything that is going to happen?"

"Can't or it might change what happens," said Clark, standing back up. He reached behind him for where he had placed a old brown shopping bag and handed it to Superman. "It doesn't happen for a day or two yet so here's some clothes for today so you guys can go into public. I've also included a cell phone with my number already programmed in it in case you guys need me."

"Aren't you going to be here when whatever happens, happens?" asked Richie.

"Yes, but I was able to come to Dakota by signing up for a story here for the Daily Planet. I need to walk around today to gather material," said Clark. He said his goodbyes, gave Brainy a smile, which neither Superman or Brainy knew what to make of, and left.

"Do you think it's going to be a big something or a little something?" asked Virgil, turning to Richie.

"Probably a big something if they have to stay here for it," said Richie. He turned to the time travelers. "You guys should probably put those clothes on so we can leave once we're done eating."

"We probably shouldn't go anywhere," said Brainy. "It could interfere with-"

"The timeline?" questioned Richie, smiling understandingly. "If this Superman's future self got you clothes so you could go out do you really think that you guys will be doing anything that he would want to prevent? There might be something you're actually supposed to do and then you'd be interfering with the timeline by not doing anything."

"That's true," agreed Brainy slowly, though he still looked worried.

"Glad we agree," said Virgil. "Clark, is it? What kind of omelet do you want?"

"I can't believe you're not more excited about this. It's Clark Kent," said Richie with the same excitement he had when he talked about Superman, which made Superman fear that he was blushing again.

"I still don't get who that is, err- who you are supposed to be," said Virgil, turning to Superman apologetically.

"No more Daily Planet news clippings for you," stated Richie.

When Superman and Brainy had finished changing, Virgil had finished making omelets, with Richie helping by setting the table and handing Virgil whatever he had needed at the time.

Superman, now Clark, had been given jeans and one of his old red flannel shirts to wear. Luckily he had his glasses with from when they time traveled, because he would have felt weird walking around without them.

Brainy had also been given jeans and a long sleeved shirt with front pockets a hood on it. The shirt was the same color as Brainy's skin and with the hood off he almost looked like he wasn't wearing a shirt at all. And though it was a much better fit then Richie's sweater it was still long and baggy enough that it covered Brainy's belt without anyone else noticing it was there.

"Good choice of color," said Richie absently, who had already began to eat. "With the hood up no one will notice your skin color and if they do they'll probably just think they were seeing more of the shirt."

"He'll still have to keep his hands in his pockets," commented Virgil, grabbing Clark's plate and sliding his omelet onto it. He turned to Brainy. "When you said you didn't need to eat did you mean that you can't or-"

"I only need to eat once every couple of days," said Brainy taking the seat next to Clark that was, sadly, opposite of Richie.

"How does your organic and mechanical parts work together anyway?" asked Richie, curiously. "We've seen Cyborg and his organic parts are almost completely separate from his tech. He also eats a lot and charges a battery."

"Cyborg?" questioned Clark.

Richie was about to explain when he saw Brainy give him a pointed look. Though he wished it was on a more positive note, he was glad Brainy was acknowledging his existence again.

"All I'll say is that he's a good guy." He turned to Brainy expectantly.

Brainy sighed.

"I can't go into detail because it would interfere with the time difference but basically my systems are so integrated with each other both can be supported with either means. I absorb electricity when I sleep so eating and drinking aren't necessary on a regular basis."

"Oh, I get it now," said Virgil suddenly. "You fell asleep last night because of my natural electrical field."

The other three at the table looked Virgil in surprise.

"Don't give me those looks. I used to be the smart one before Richie developed his abilities from the big bang," grumbled Virgil.

Clark wanted to ask what the 'big bang' was, since it obviously wasn't about the beginning of the world theory, but he knew better then to ask. He was finding it strange to be thinking that on nearly a regular basis lately.

"Your earlier assessment is correct," Brainy said to Virgil. "But now that I'm used to being around you it shouldn't be a problem again."

"That's good. So how long have you been a hybrid?" asked Richie.

"Since I was three," said Brainy.

Now it was Brainy's turn to be looked at in surprise.

"Three?" questioned Virgil in disbelief. "Why three?"

"Well, normally it's five," began Brainy.

"Five," growled Virgil. "Why so freaking young?"

"So the mechanical can grow as the rest of us do and we are accustomed to it as we grow older mentally," said Brainy. "And that's the age where the process is safe. Any older and it would be extremely painful."

"Why was it done to you earlier?" asked Richie.

Brainy hesitated.

"Since I was the next Brainiac they wanted to do it was soon as possible, especially since they added things to me that the rest of my people don't usually get."

"Why didn't your parents stop them?" asked Richie.

Brainy fell completely silent.

"So what do you guys want to do today?" Clark asked quickly. He felt stupid immediately after but they wanted them to leave Brainy alone.

"Well, I promised Pops that if I wasn't busy with Static stuff I'd go to the center and help set up for the youth festival," said Virgil slowly, as if not sure he wanted to say anything at all. He turned to Richie. "Does hanging out with past Superman from the future and a green genius from the future count as being Static business?"

"On a scale of one to ten? A three, unless something happens like older Clark said," commented Richie.

"But that isn't for at least a day," said Virgil. He turned back to the time travelers. "You guys can go do stuff with Richie while I go to the center if you want."

"If you need the help, I wouldn't mind working at the center," said Clark.

Brainy nodded in agreement.

After they had finished eating the quartet walked to the center. When they got there Virgil took them to his Dad's office.

"Hey Pops, I brought more slave labor for you," said Virgil, suggesting to Richie, Clark and Brainy, who had his hood up and hands in his pockets, with his thumb. "We're still setting up in the main gym, right?"

"Right," said Mr. Hawkins. He was a big man with glasses similar to Clarks. "I expected Richie, but who are your new friends?"

"Yea, that would be better to explain at home," said Virgil, looking around the office that people walked in and out of constantly. "Lets just say they're visiting from Metropolis."

Mr. Hawkins looked at Clark and Brainy a little more closely this time from his desk. He seemed to notice there was something different about them, but didn't say anything about it. He thanked them for volunteering and returned to his paperwork as they left for the gym.

"Did your Dad always know?" asked Clark.

"No. He found out after he got kidnapped. Long story, don't ask," said Virgil throwing his arms up in exasperation. "My sister doesn't know so if she, for whatever reason, comes back early don't say anything."

They arrived in the gym and found it already bustling with activity. At least twenty other high school kids Richie and Virgil's age. Some of them were constructing stands for games while others were decorating the surrounding walls and bleachers with balloons and streamers.

Noticing them walk in a African American girl with short straight hair, wearing a pink shirt with a daisy on it, walked up to them.

"Where have you guys been? We started an hour ago."

"I said I wasn't sure if I would make it," protested Virgil.

"Your Dad runs this place. You'd think you'd be a little more involved," said the girl, crossing her arms.

As the two argued, Richie leaned in so he was just between Brainy and Clark's hearing ranges.

"They almost dated."

"I heard that, and no we didn't," exclaimed the girl, now blushing.

Trying to look innocent, Richie started to whistle 'Daisy, Daisy'.

The girl rolled her eyes, but smiled. She turned to the two she didn't recognize.

"Hey, I'm Daisy. Thanks for coming."

"I'm Clark and it's no problem. Where do you need us?" asked Clark.

"If you're handy with tools we could use someone who knows what their doing working on the booths," said Daisy.

Clark, Virgil and Richie went to where the booths were being made.

Brainy was going to follow but then he noticed a few people in the corner working with what looked like an ancient sound system. He walked over to them.

"Do you need some help?"

"Only if you have a new boom box in that hoodie. I think this one is broken," said one of the two boys working on it.

"I'm good with machines, why don't you let me take a look at it?" asked Brainy, grateful when they moved out of the way. When he was sure they were no longer at a proper angle to see, he took his hands out of his pockets and took off the back casing of the 'boom box'. By the shape of it he assumed it must have been dropped for much of the inside connections had come loose.

When music filled the room many of the workers paused to hoot in celebration.

"Awesome work little dude," exclaimed the boy who hadn't spoken yet. He raised his hand for a high five, which Brainy pretended he didn't notice.

"Hey, aren't you hot with that hood up?" asked the first boy and, before Brainy could back away, tossed back his hood.

There was stillness. The two boys were starring at Brainy with open horror. For a moment, Brainy thought he could reason with them but a girl a few feet away looked up and noticed him. Without hesitation, she screamed.

_Not good_, was all Brainy could think with all eyes turning to him.


	12. Chapter 12

As a birthday gift to myself I'm switching over to Broken Gears for a while until it's finished. That way, once The Other Side of Possibility is done, I can work on Broken Gear's sequel. YES! It shall have a sequel! One I think that people who know stuff about the comic will particularly enjoy. -wink-

AND, as I've said before, some people drew me Brainy in Richie's Sweater! But for _some_ reason it wont let me post the links here. Can someone explain to me how to do it because I know I've seen it done before. AND some people drew me fanart for Sunlight Naptime and The Other Side of Possibility! Check my profile for the links. -does happy dance- And I already dedicated a chapter of TOSoP to these people so it won't be done here.

Out of new stuff Yu-Gi-Ah 2.0 drew me an awesome picture for my birthday as well. Unfortunately she hasn't posted it yet so I can't post a link for the rest of you. And I got a VERY drool worthy pic from Instant-rhaspody, which is now posted on my profile as well. There might be more on the way, because there were other people who said they'd draw stuff for me too but this is what I've gotten so far. So this chapter is dedicated to Yu-Gi-Ah 2.0 and Instant-rhaspody. I hope everyone enjoys the rest of BG and isn't too disappointed TOSoP is on pause for a while.

Chapter 12

"Holy shit, it's a Bang Baby," cried the boy closest to Brainy before falling backwards in his attempt to run away.

As the other boy turned around and ran away, Brainy knew that saying anything remotely close to the truth wouldn't help. He had heard Bouncing Boy talking about old Earth horror movies in which robots came from the future to destroy humanity so it was probably best not to say anything like that that would only prove to panic them further. He could always run, but then the police would probably be notified. No matter what this situation had 'interfering with the time line' all over it.

Just as it looked like the crowd was going to run out screaming, Daisy walked up and smacked the fallen boy on the head. Everyone stilled out of shock.

"What's wrong with you?"

"He's green," stammered the boy.

"And I'm black. You have a problem with that?" asked Daisy.

"He's a bang baby," protested the boy.

"So? He hasn't attacked anybody, and what was he doing before you two sissies wet yourselves?" asked Daisy.

"He- he fixed the boom box," said the boy.

"So he hasn't done anything wrong and he's helping us. Call the police," said Daisy, rolling her eyes. "If you have a problem with him, leave, but don't go making a big deal out of nothing."

The boy nervously nodded, but once on his feet he still ran for the other side of the room to join his still shaking friend.

The remaining people stared at Brainy in wonder.

Not sure what to do, Brainy began to pull the hood back up.

Reaching forward, Daisy grabbed hold of his hands and eased them down until the hood was resting on his shoulders again. She smiled.

"As long as you're here, you can keep the hood down."

Brainy wasn't sure how to say 'thank you'.

Virgil ran over and reached for her as if to kiss her.

"I new I liked you for a good reason!"

Raising her hand, Daisy easily blocked his approaching lips.

"Past tense, Hawkins. If you wanna kiss someone, kiss Richie."

The suggestion surprised Virgil but he shrugged and started to run over to his friend, making smacking noises.

Richie quickly raised both of his arms as if threatening to karate chop Virgil if he got any closer.

"Your second hand kisses are no good here. Kiss Clark."

At the suggestion, Virgil headed for Clark.

Panicking, Clark ran away as Virgil approached him. They ran around the work area twice before he thought of something, desperate, to say.

"Kiss yourself!"

Virgil stopped in his tracks and turned his back to Clark, which was in the same direction as the rest of the room by that point. He wrapped is arms around himself and caressed his back as he began to make smacking noises again. He did this for a moment longer then necessary before turning back to the group.

"You missed out, that Virgil Hawkins is a great kisser."

It wasn't that it was really funny, but with all the stress of that day, the sheer terror from mere moments ago, how easily Virgil would have kissed anyone he was told to, Virgil's enthusiasm, the smacking noises, his ego, the expression on his face as he declared his kissing greatness to a room full of people. It was too much and something in Brainy snapped. He began to laugh.

Everyone was now looking at him for different reasons. It was hard to be scared of someone who laughed at such an old joke. A lot of them, especially Clark, thought of how cute he looked laughing to earnestly.

Virgil grinned sneakily.

"You like that huh?"

Running over to Brainy, Virgil began to tell the worst jokes imaginable that most of them heard back in elementary school. But with the jokes and Virgil's many expressions, Brainy continued to laugh.

Clark walked over to Richie.

"Do you mind if we kidnap Virgil and take him to the future with us?" He wanted to see Brainy laugh like this more often and see the shocked expressions of the others.

"Only if I get to come too."

After Virgil had run out of jokes and Brainy stopped laughing, and half complaining that his sides hurt, everyone went back to work. Some people would occasionally glance at Brainy in curiosity but avoided going anywhere near him. About an hour later some of them, mostly girls, approached him and started to ask questions such as what his powers were. Brainy, of course, had to lie for most of them but Clark, who was listening with his super hearing, knew that Brainy would be honest when he could.

Everything was finished around five o' clock and mostly everyone left to get ready for the festival the next day. Some of them stayed behind to make plans with people who they had worked with. Clark, personally, didn't like how some of the girls who had crowded around Brainy earlier were still surrounding him like vultures.

"Sorry ladies, but we must go," said Richie, reaching into the crowd and pulling Brainy out of it. He grinned at their disappointed faces and stuck out his tongue.

Daisy joined the quartet as they joined up by the door.

"Do you guys want to go to Burger Fool?"

"Sorry Daisy, but Pops is expecting us to eat with him," said Virgil.

Used to this, Daisy nodded. She smiled and lifted up Brainy's hood for him.

"You be careful out there, okay?"

"Thank you," said Brainy softly.

"If Daisy becomes sweet on you, I'll never forgive you," said Virgil after Daisy walked away and they walked back towards his dad's office.

"Give it up V, whatever you two had is long gone," said Richie.

"Yea, but doesn't mean I want her to fall for a guy that's from another time. She had a hard enough time keeping track of me," said Virgil. He knocked on the office door before walking in. "Hey Pops?"

"Hello Virgil, did everything go okay? I thought I heard a scream earlier," said Mr. Hawkins.

"Oh that? Just some guy who can't handle a green brother," said Virgil, looking around. When he saw that the close was clear, he pulled back Brainy's hood.

Mr. Hawkins looked surprised for only a moment before turning his attention back to his son.

"Static business?"

"In way," began Virgil.

"They're visitors from the future and we can't tell you too much because of the space time continuum," said Richie. "And they're stuck here until they do what history dictates they do."

"Can they stay in Sharon's room until then?" asked Virgil.

"Of course, but you should change the sheets first," said Mr. Hawkins.

Virgil and Richie exchanged looks.

"Told yea," said Richie.

-----------------------------

At the Hawkin's house they ordered three large pizzas and soda for dinner.

"I'm sorry we don't have any present time money to repay you with," said Clark.

"You boys helped out with the youth fair, it's the least I can do. Besides Brainy probably saved me what these pizzas are worth by fixing that boom box," said Mr. Hawkins. "That thing is so old, I was scared I'd have to replace it."

Helping Virgil bring in the paper plates, napkins and glasses, Richie passed them out before laying out the boxes and opening them.

"Okay, Brainy. Pick your poison."

"Pick my what?" questioned Brainy.

"What kind of pizza do you want?" clarified Virgil. "We have the classic pepperoni, cheese and-"

"Hawaiian," declared Virgil and Richie together.

"What's Hawaiian?" asked Brainy.

Virgil and Richie faked gasps.

"Only the greatest pizza ever," declared Virgil, putting a slice onto the plate and putting it front of Brainy.

Brainy looked at the pizza, at Richie and Virgil's expecting faces, glanced at a amused Mr. Hawkins before turning to Clark.

"I've had it before, it's not bad," said Clark, taking a pepperoni for himself.

Sighing, Brainy picked up the sliced and wished that Virgil and Richie would stop staring at him. He took a bit and figured it just tasted like ordinary pizza, and yet they stared. It was at the third bite he got to a bit with ham and pineapple. He gave his viewers a nod, almost rolling his eyes as they high fived each other.

-------------------------------------

"People from your time period are certainly interesting," commented Brainy.

After eating pizza, Virgil and Richie had convinced the time travelers to watch a couple of 'brand new' movies with them. They didn't even really watch the movies, because they would talk the entire time. Either they were explaining about something in the movie or talking about something completely random. By the looks of it the conversation was more interesting then the movie, but what was the point of having it playing if no one was going to pay attention to it? When it came time to go to bed, Richie and Virgil were calling each other names in almost an affectionate matter, pushing each other up the stairs before either had the chance to start sleep walking.

Clark shrugged and dug out the pajamas his future self provided. He, in all honesty, was beginning to wonder if there was more to Virgil and Richie then met the eye. Twice when Brainy had been asleep Clark had witnessed the partners act in a way as if no one existed in the world besides the other and once more when they had been watching movies. Right before they had all decided to go to bed, he noticed that Richie was about ready to fall asleep on Virgil. Virgil had smiled a moment before his eyes had widened and he gently pushed Richie off him and started to mockingly call him names.

Then there was the way the two always acted around each other. The teasing, working together in simple tasks and they were almost always standing in close proximity. Then there was the way Virgil had seemed so against Brainy at the Gas Station. At first Clark had thought it was because Brainy was a Brainiac, but then he realized Virgil had his worst reactions right when Clark did; whenever Richie acted affectionate towards Brainy.

Even when Richie was flirting with Brainy, it was like he wasn't being completely honest. His smile was brightest whenever he looked at Virgil and there was the way he had hesitated bringing up his arms when Virgil started to run towards him with the intention to kiss him. It was such a small hesitation he doubted anyone else noticed, but it was still there. Then there was the way it seemed like Richie practically lived with Virgil and shared the same bed.

"Are you alright, Clark?" asked Brainy.

Snapping out of his thoughts, Clark handed Brainy the smaller set of pajamas.

"Yea, just thinking."

"If you say so," said Brainy. He looked at the purple plaid pajamas curiously. "I guess I'll go change in the bathroom."

Not trusting his voice, Clark nodded and didn't breath again until after Brainy had left and closed the door. Even though he had Brainy had been sharing a room, _a bed_, the last couple nights they still hadn't changed in the same room.

Clark was very ashamed of himself when he wondered what direction the bathroom was in.

---------------------------------

It was slightly difficult trying to go asleep that night. Clark was still feeling guilty about his earlier thought so he laid on his back and pretended to be asleep when the object of those thoughts came back in. He knew perfectly well that, with his twelfth level intelligence, Brainy most likely knew that Clark was faking so it made it even more awkward when Brainy just crawled into the bed and didn't say anything.

This was the first time they were laying next to each other that Clark didn't immediately reach out to take Brainy into his arms. He was scared to move, to bump into Brainy and outright reveal that he was still awake and feel the need to explain himself. And there was no way that he could to do that without dying of embarrassment.

After what felt like an eternity of trying to pretend that he didn't exist, Clark peeked to his left at Brainy. He watched for a moment, as Brainy also failed to fall asleep with his eyes closed and uneven breathing. It was time to be brave.

"Brainy?"

Opening his eyes, Brainy turned to his companion.

_Oh crud, should have thought of something to say before I said something_, thought Clark, turning his head so he was fully facing Brainy.

"What do you remember about the time before you," began Clark without thinking, _again_.

And again Brainy showed his ability to know what Clark was thinking.

"Before my-" He lifted his mechanical hand to emphasis what he was about to say. "-transformation?"

Clark nodded.

"Not much," admitted Brainy. "You're not supposed to remember your life before the transformation, most likely so you don't long for what you had. I do have one memory of before but that was of when my mother abandoned me right before the process began."

"So they did it to you early because your mother wasn't there?" asked Clark.

"Even though the Brainiac line is practically a Coluan Treasure, the government will still respect the wishes of the parents. When she escaped I became the property of the government," explained Brainy. "As I said before, they added things to me most Coluans don't get. Most likely due to the fact they had more time with me before the process became dangerous."

There was a long period of silence, and Brainy looked back up at the ceiling.

"I remember I had been sitting on the ground, playing with some sort of mind puzzle. My mother was walking around our living quarters, but I hadn't thought much of it at the time."

Brainy paused again and Clark didn't say anything.

"After a while she kneeled on the ground in front of me and just stared at me for a long time," Brainy began again. "I was used to people staring at me so, again, I thought it was nothing. She then got up and headed for the door, which was unusual because she had never gone anywhere without me before. I called out to her, but she didn't stop. She left without looking at me again and I sat there waiting for her to come back. My next then I remember is waking up after the procedure was over nearly three years later."

"Three years?" questioned Clark, unable to contain his shock.

"Normally it takes only one, but like I said they added things to me. Normal Coluans are nearly all organic except for lining of the organs with technology and giving them the ability to extend themselves into bigger robots like I sometimes do in a fight," explained Brainy. "The ability to stretch out my legs, arms, fingers, neck and tongue along with the ability to scan things with my eyes and a few others things are all unique to me."

"So you lost six years of your life?" asked Clark.

"On Colu, life doesn't begin until after the procedure so if you die before you are considered to have never lived at all because you did nothing to contribute to the society," said Brainy. "It's somewhat odd considering another custom. On Colu you're considered an adult when you become separated from your birth parents. In a sense I was an official adult before I was considered alive."

"How old are you Brainy?"

"On Colu I'd be ten. Everywhere else I'm sixteen. Needless to say the extended procedure stunted my growth."

Not knowing what more to say Clark looked back up at the ceiling. He was considering saying something that he hoped would bring some comfort to Brainy when Brainy did something that surprised him. The genius sat up slightly and lifted Clark's left arm. Without a word he scooted closer and laid in the crook of Clark's arm before releasing it so it laid upon him. When Clark realized that Brainy was still tense against him, waiting for Clark's reaction, Clark tightened his hold on Brainy and kissed his forehead.

----------

Author's Notes: Does anyone know how old the people in the Legion are supposed to be? In the comics they say that Brainy is the youngest, but how old is that? I'm assuming Clark is at least 18, fresh out of highschool perhaps? Or he could be in his early twenties if he went to college before getting a job at the Daily Planet. I'm assuming that most of the legionnaires would be as old as 18 through early twenties. They don't go to school or anything so it would make sense to me. Plus in Season Two all the guys look like they could be in their late twenties to early thirties, except Brainy who looks like he's still a teenager or very early twenties. I guess what I'm trying to say is, don't quote me on their ages or anything. When it deals to Brainy I'm mostly making everything up anyway. Except for his mom abandonning him. Sadly, that really did happen in the comics (At birth instead of him being three but I did it for the drama) - but I created the memory! And I know Brainiac 4 couldn't feel emotions but since she hasn't been mentioned in the animated series at all I kinda changed her into my own character. I can't wait to hear what you all thought of this chapter.


	13. Chapter 13

I got a few more birthday pics from Essenze and XxmostlyhumanxX, another from Yu-Gi-Ah 2.0 (not posted) and a AWESOME music video from GinPetals, links to all of which are now on my profile. This chapter is dedicated to them. -hug-

Chapter 13

It took Brainy a moment to realize he was dreaming. He was walking through the corridors of some sort research building. It was cold and there were human looking scientists walking around him, not noticing he was there. When he noticed their garb was Kryptonian, he knew he was dreaming.

Usually when a person realizes their dreaming they can take control of the dream. That wasn't the case in this instance. Brainy was guided into a room with a computer that took up a large portion of the wall. There was something familiar about it.

"Spying on me, Brainiac?" asked a familiar voice.

Brainy turned and saw Clark, only not the Clark he knew. The man before him was fully grown, about the age when Superman was most famous. He blinked and realized he had deceived himself. This man wasn't Clark, it was Jor-El, Clark's father.

The emblem of Brainiac was on the screen now. It spoke in the mechanical voice Clark would know when he faced the android as Superman. "I was told to download the data the moment you acquired it Jor-El."

The area around Brainy seemed to blink out of existence before Brainy found himself in some sort of courtroom. The room was filled to the brim with Kryptonians with Jor-El standing on the floor alone and they were yelling.

"Ask Brainiac. Ask Brainiac," the people cried.

"What say you Brainiac?" asked the Head Judge.

"Though I admire Jor-El's research it is unfounded. Krypton is not in any danger," replied the emblem on the screen that did take up an entire wall.

Were these memories from Brainiac?

The scenery blinked again and Brainy found himself in a Kryptonian home. He recognized Jor-El right away, and realized the woman with him must be his wife Laura and the older man with them one of their fathers. Laura's father if he remembered correctly.

There was a giggling noise and Brainy turned around. Sitting on the ground, playing with a white puppy was the one year old Clark, or rather Kal-El.

Ignoring the discussion among the adults, Brainy sat on the ground next to Kal-El. He watched as Kal-El shook his toy at the puppy, giggling whenever the puppy acted as if he would try to take the toy before jumping back and wagging his tail. There was even a moment where Brainy swore Kal-El was looking directly at him.

The scenery blinked again. Jor-El stood before the Brainiac mainframe.

"You're downloading? You're saving yourself?!"

Blink.

"Arrest him."

Blink.

"Too late. Do you remember what we said we'd do if the worst happened?"

Blink.

"Sending Kal-El to another world is madness!"

Blink.

"Good bye Krypton."

Brainy blinked himself awake, amazed that he hadn't screamed from the horror of watching an entire planet destroy itself from the inside. He felt dirty and when he pulled away from Clark he felt even dirtier.

Throwing himself from the bed, Brainy ran out of the room. His head was spinning, stomach bubbling, throat constricting; he needed to sit down somewhere. Somewhere far away from Krypton's last son.

Wobbling down the stairs to the kitchen, Brainy almost ran away when he saw who was already there.

"I don't bite, you know," commented Richie, making something at the stove. "And I promise not to kiss you."

Slowly edging into the room, Brainy sat at the kitchen table.

Richie finished what he was doing at the stove and pulled out two mugs. Pouring out some of what he had made, he handed Brainy one of the cups before sitting down.

Brainy was surprised to find the mug filled with hot chocolate.

"One of the few things, actually the only thing I remember from when Backpack linked us," explained Richie. "I like hot chocolate too. I think it fuels my brain. That and frozen pop tarts."

Unable to help himself, Brainy softly smiled as he took a sip of the hot chocolate. It may of fueled Richie's brain but for him it was a better relaxant then tranquilizers.

"So, do you want to talk about it?" asked Richie.

At first Brainy wondered why Richie had thought anything was wrong. Did he have Backpack peeking into his mind? Then he realized it was probably the way he came into the room.

"I had a dream, or perhaps a peek into Brainiac's memory, about the destruction of Krypton."

"I knew Brainiac and Superman had some sort of background together but I didn't know Brainiac had been there when Krypton was destroyed," said Richie.

"The planet was doomed to self destruction but Brainiac," began Brainy. He swallowed. "Brainiac made everyone thought they were safe and no evacuation plans were made. If Clark's father hadn't mistrusted Brainiac then we wouldn't have had Clark."

"Wow," said Richie slowly. "That must make it really hard to be in love with him."

Brainy felt lucky he wasn't drinking at the moment. If he hadn't then he surely would have choked.

"I thought you said you didn't retain anything else."

"I didn't. It was based off observation. I took a chance and you confirmed it," commented Richie.

Brainy blushed furiously.

"Please, don't tell him."

Richie looked at Brainy in amazement.

"You mean you two aren't already together?"

Brainy blushed even more.

"Of course not. There's no way Clark could ever-"

"Newsflash! Clark's crazy about you. It's obvious," said Richie.

"You're being ridiculous. Clark is kind and amazing in so many ways. He could have anybody he wanted," said Brainy.

"And he wants you," declared Richie.

"But I'm-" started Brainy.

"He already said that he doesn't care about you being a Brainiac," said Richie.

"I was going to say that I- I'm this," said Brainy, suggesting to himself.

Richie blinked.

"Green?"

"Mechanical," corrected Brainy.

"Half mechanical," Richie corrected in returned.

"What's the difference? Half mechanical? Half artificial? Half fake? Half unnatural? Half dead," questioned Brainy, more to himself to Richie. "I'm not real."

"Questioning the meaning of life our we? I think I'm going to need another mug of hot chocolate," commented Richie.

"How am I questioning the meaning of life?" questioned Brainy.

"You say you're not real because you're half mechanical. I say 'so what'? You're not completely organic. Lots of people in the world have _fake_ arms or legs because they lost their real ones. And there are people, like you, who lost more then that. Beast Boy's old team called the Doom Patrol had a member on their team that had lost his entire body. He lived and fought on in a new completely mechanical body, except for his brain. I have never met him but I hear he's very passionate in the battle against the brotherhood, but very kind to his friends.

'Cyborg of the Teen Titans lost a big portion of his body in an accident. What was lost was replaced by machines, including part of his face and his mind. Other then that he's mostly a regular teenager. He's obsessed with video games, cars and makes mistakes. I was told that he even had a crush on an enemy of theirs once.

'When I first saw you I thought there was nothing to you but wires and laser canons. Another form of the machine I hated, but you bled when I had hit you. You felt pain and you felt emotions. Even if you were Brainiac Two I don't think I could have hated you. You were in so much pain, hurting so deeply and so human that I liked you the instant I saw it.

'So perhaps we can debate? You can tell me why you think you're not real and I'll tare your arguments into shreds," said Richie.

It was one of the few instances in Brainy's life he felt completely devoid of any rational thought that he could form into words. After realizing Richie was openly staring at him with a knowing smile, Brainy shook his head.

"No thank you."

"I win by default," declared Richie.

"If you wish," said Brainy. He considered his following words very carefully, "I can't help but be a little jealous of Virgil."

"Why?" asked Richie.

"Because he has you to be with him for the rest of his life," said Brainy.

Richie blushed.

"What makes you think that?"

"In an alteration of your words; Newsflash! Virgil's crazy about you. And it's obvious you're just as crazy about him," stated Brainy.

"You're only half right. Virgil isn't gay," said Richie. "He really freaked out when I told him I was."

"Then why did he always act so jealous whenever we interacted in a matter of his disliking?" asked Brainy.

"He didn't trust you because you're a Brainiac," Richie tried to reason.

"It seems to me like you're just making up reasons because you're not sure if you want to know the truth," said Brainy.

"You know what I think?" asked Richie.

"Numerous things, but what are you specifically referring to?" asked Brainy.

"Ask us a scientific problem and we can calculate it so fast their heads would spin. Ask us about the feelings of the people we're in love with and we're as blind as a bat that doesn't realize we're about to fly straight into a rock no matter what his superior hearing is telling him," said Richie.

"Sounds about right," agreed Brainy, absently touching his forehead. "I still think you're completely off base when it comes to Clark's feelings about me."

"The same goes about your theory on Virgil," stated Richie.

-----------------------------

That morning Clark woke up in a way that he hadn't for in years; He actually rolled out of the bed. As it turned out the room wasn't any less a horrifying pink from ground level when it was at normal eye level.

Sitting up, the first thing Clark noticed was that Brainy was gone. The second thing he noticed was that he had a very bad feeling about it. The last time Brainy had woken up before him was because of a nightmare. What if that was the case this time? Why hadn't he noticed Brainy getting up?

Not bothering to get dressed, Clark rushed to the door and was about to run around, to search for Brainy, when he noticed Virgil sitting at the top of the stairs.

Spotting Clark out of the corner of his eye, Virgil turned to Clark and put a finger to his lips requesting silence. He then patted on the step next to him.

Though confused, and still worried about Brainy, Clark did as Virgil suggested. He silently tip toed over to the steps and sat down next to Virgil.

Smiling, Virgil suggested down the stairs.

"Our geniuses are talking about us in the kitchen."

Clark hoped he hadn't blushed at the use of the word 'our'. He paused to listen with his normal hearing and though he could hear the two blonde's voices he couldn't understand what they were saying.

"How can you tell?"

"I'm guessing you don't have any adoptive siblings," grinned Virgil. "I got years of practice by listening to my sister's conversations."

"So do you know what their saying?" asked Clark.

"My hearing isn't that good. I just catch our names occasionally," commented Virgil. "Sounds like they're debating something."

_What could they possibly be debating about that's about us_, wondered Clark, straining not to use his super hearing.

"Why don't you use your super hearing and tell me what they're saying?" asked Virgil, seeing Clark's tempted expression.

"Would you care to repeat that?" asked a voice behind them.

The two boys, guiltily, turned their heads to see the source of the voice was Virgil's father. He was looking down at them, with his arms crossed and in a way that made the two boys laugh nervously.

"Spying is wrong, right Clark?" asked Virgil.

"Right," agreed Clark.

"Nice to hear that. Now head downstairs for some non-spying breakfast," said Mr. Hawkins sternly.

"Yes sir," said the two boys, standing and rushing down the stairs.

Mr. Hawkins smiled. It was nice to know that no matter how powerful his son, and his friends, got that he would still have the power to make them listen to him.

-----------------------------

Hearing the stampede approaching, Richie and Brainy immediately cut off their respective reasoning and protests. They exchanged curious looks when their noticed the two they were arguing about looked slightly panicked.

"What's wrong with you two?" asked Richie.

"Nothing," exclaimed Virgil and Clark together in a way that made Richie and Brainy exchange looks again.

"Okay… as long as you're here I was wondering if you can clear up the issue we've been discussing," said Richie, turning to Clark.

"Do that and I shall return the favor," stated Brainy, suggesting to Virgil.

Virgil and Clark watched as Richie and Brainy seemed to be having a battle of the minds by just glaring at each other.

"Agree to disagree?" asked Richie.

"Agreed," said Brainy.

With that the issue was dropped between the two geniuses.

"That's not fair! I demand to know what's going on," exclaimed Virgil.

"You don't need to know everything, Virgil," commenting Mr. Hawkins, coming into the kitchen behind him. He moved over to the refrigerator to start looking for something to make into breakfast.

"But it's about us. We have the right to know," protested Virgil.

"I'm sure they'll tell you when they're ready," commented Mr. Hawkins.

The two geniuses exchanged somewhat panicked looks. Did he know?

"Do you guys hear that?" asked Clark.

"Hear what?" asked an annoyed Virgil.

Clark listened carefully for a moment before paling.

"The cell phone future me gave me!" He ran up the stairs at super speed.

As if not noticing how fast Clark had moved, Mr. Hawkins turned to Virgil.

"I thought he was from the future?"

"Well he's actually from the past but Brainy took him to the future where they came back to our time where we met his future self in the future's past," said Richie.

"Yea… what he said," said Virgil.

"Do you have any idea what he said?" asked Mr. Hawkins.

"I got the basic picture," said Virgil.

"Sooner or later son, you're going to have to teach me how to speak 'Richie,'" commented Mr. Hawkins.

"No way, Pops. I've been studying the language for years and I still haven't become fluent," said Virgil.

"I'm not that hard to understand, am I?" asked Richie.

Not giving anyone the chance to answer, Clark came back into the room wearing his super suit.

"It's time."

Mr. Hawkins took one look at Superman and went looking for the aspirin.


	14. Chapter 14

I got another fanart for my birthday from Noriko Sakuma. The link to her adorable fanart is posted in my profile. If you want to tell her how awesome she is she has a account here under the previously mentioned name so you can send her a message. This chapter is dedicated to her.

Chapter 14

"Did I not mention he was Superman?" Virgil innocently asked Richie as they left the kitchen to get their hero garb and equipment.

"I believe it must have slipped your mind," joked back Richie.

After the two boys were gone Brainy looked at Mr. Hawkins, who was making a point to keep his back to them in his search for aspirin, and then turned to Superman.

"Perhaps you should wait in the living room while the rest of us get dressed?"

Confused, Superman watched Brainy head upstairs as well before turning to Virgil's father.

"Are you alright Mr. Hawkins?"

"I can't believe I scolded Superman," said Mr. Hawkins. He glanced at Superman, half laughing to himself as he finally found the aspirin. "Even if it is a younger version of him from the past visiting from the future."

"If it makes you feel any better my Ma still, ah, scolds me," said Superman, blushing at the memory were his Ma yelled at him for not being careful with his powers and putting a hole in the side of the barn.

Mr. Hawkins chuckled again, and poured himself a glass of water.

"Hard to imagine but I suppose even Batman must have been a child at one point. I guess we tend to forget these things when it comes to our heroes."

Realizing that 'Batman' must have been who Virgil and Richie called 'Bats' Superman struggled with his curiosity. He wanted to ask why the two boys had grinned the way they had and why he had such a bad feeling about being friends with this 'Bats' but he knew he couldn't know too much about the future. He just had to remember that.

"So did your future, our present Supes say where we're supposed to meet him?" asked Static as he, Gear and Brainy came back into the kitchen.

Both Brainy and Superman looked at Static oddly at the nickname of 'Supes' and exchanged curious glances.

When Brainy shrugged Superman turned back to Static.

"He said he'd meet us at the Abandoned Gas Station of Solitude."

Brainy coughed to cover up a chuckle.

"I'd like to see you think of a cool name for a gas station," grumbled Static.

"Shouldn't you know the name already?" asked Gear.

"The name and location of your headquarters was lost to history," said Brainy.

"Let's keep it that way," said Static, crossing his arms. He looked at the visitors from the future curiously. "So how are we going to do this?"

"Do what?" asked Superman.

"Get to the station," said Static. "We should fly in case whatever happens happens soon and we don't have time to go from our normal clothes to super mode. But people are going to notice a mini Superman flying around Dakota and they're especially going to notice someone with green skin. No offense Brainy but we can't have people connecting you to us from the volunteer group yesterday."

"Well if we fly up high enough and we fly in front of Superman, no one should notice the difference," said Gear. "As for Brainy if one of us carries him he wont be at the right angle for anyone to notice his skin color." He grinned. "I volunteer!" He scooped Brainy up bridal style in the time it took Brainy to blink.

Annoyed, Brainy pointed at the ground.

"Richie, down!"

Gear chuckled and used his head to suggest toward Superman.

Looking at Superman, Brainy was surprised to see that Superman was actually glaring at Gear. Not what people would normally call a glare, one of pure hatred, but one of great dislike. He also noticed that Mr. Hawkins was avoiding looking at them again and, when he turned back to Gear, that Static was also looking away in an annoyed fashion. Since he couldn't say anything in front of everyone else, Brainy gave Gear a barely noticeable nod.

Smiling, Gear put Brainy down.

"You're right. Superman should carry you since we'll be blocking him anyway."

Without warning Gear pushed Brainy towards Superman.

Having not expected it, Brainy stumbled and felt himself blush when Superman caught him. Noticing Mr. Hawkins's shoulders shaking in silent laughter, Brainy swore he would get revenge.

When they began their flight, Brainy suggested for Superman to listen carefully. Then he whispered, "I think there's more to Static and Gear's relationship then meets the eye. Nod if you agree."

Glancing at the partners flying below them, Superman smiled as he saw them talking together. Looking back up at Brainy, he nodded.

"Don't catch Static this time," whispered Brainy. He typed a few things on his arm and created a small charge the opposite polarity Static gave off. He dropped it on Static's disk, canceling out the charge that kept him in the air.

Not realizing what had happened, Static lost his balance and let out a huge 'what the-' when he started to fall.

Gear immediately swooped down and caught Static, wrapping his arms around Static's middle.

"You okay V?"

"Ah, yea. I'm good," stammered Static, on the one hand very thankful that Gear caught him with Static's back turned to Gear's front, not knowing what he would do if Gear saw how badly he was blushing at their close contact, and on the other hand very embarrassed. He almost thought embarrassment won over his relief of being alive upon seeing Superman and Brainy giving him all knowing expressions.

Confused by the stammer, Gear looked up and blushed at Brainy's 'told yea' expression.

"Er, let's find that disk and get to the station."

It only took a moment for Static to spot the disk and called it to him. He eased back onto it and the rest of the flight over was in silence.

Present day Superman smiled at the group when they entered the station.

"Have fun yesterday?"

"Loads," said Static but they could tell whether or not it was in sarcasm.

"So what's the mission?" asked Gear.

"Just a second. We're waiting for one more arrival," said Superman.

"Oh, is Supergirl coming?" asked Static.

Brainy resisted his urge to smack Static upside the head. He had ears of practice tolerating Lightning Lad after all. He wondered if having electricity powers somehow made people oblivious to things they shouldn't do or say.

"She's watching Metropolis right now," said a voice from the shadows.

Static and Gear jumped out of surprise as present day Superman smiled.

Young Superman, confused, turned to Brainy noting that he looked worried.

Stepping out of the shadows, Batman approached the younger group. His steps were almost unnoticeable, seeming to glide, menacingly over to them. His eyes were trained on Brainy's forehead.

Instinctively, Static and Gear stepped closer together to block Brainy from the dark knight.

Silently, Brainy put his hands on the two boy's shoulders and eased them aside. He stepped forward.

Stopping before Brainy, Batman seemed to be analyzing him with the same gaze a hunter used when trying to figure out if a prey was worth killing and what was the best way to do it.

Not intimidated by him, Brainy met Batman's gaze and didn't shrink back when it intensified.

They seemed to be having a battle of wills.

Seeing that the Static and Gear looked worried, almost frightened, young Superman stepped up in front of them.

"Who are you?"

Turning his sights to the miniature Superman, Batman fixed his eyes on him. He towered over the young copy of his ally, staring at him until he saw the boy's confidence shrink and nervousness set in.

"You have ten seconds to explain who you are and," Batman pointed at Brainy, "what a Brainiac is doing here."

For whatever reason the man's stare made young Superman forget he had powers and could, not only make him back off but, not be hurt by him. He fidgeted.

"Nine seconds," said Batman.

"I, uh, am Superman. And I, ah, I-" stammered young Superman.

Coming up from behind Batman, present Superman put a hand on Batman's shoulder. He waited for Batman to turn to look at him.

"Would you please not scare my younger self? You're going to make me not like you when you met me for the first time."

"That won't be a problem considering you didn't like my methods among other things," said Batman, but he backed off slightly anyway. He stared at present day Superman until he removed his hand. "Explain."

"Basically before I became Superman in Metropolis, people from the future came for my help for a fight in their time and I stayed with them a while to learn how to control my abilities. That Brainiac, as you so nicely pointed out, is Brainiac Five, my _friend_. Try to be nice," said present day Superman with a tone that said he was annoyed with Superman for the way Batman acted toward his younger self and Brainy.

"That doesn't explain what they're doing in this time," said Batman.

"I'll explain another time," said Superman and, seeing Batman's look intensify, added, "I promise, but what brings you here?"

"You never leave Supergirl in charge of Metropolis and go to the town of another hero without saying something to the League," said Batman. "Your behavior was suspicious so I checked with the Daily Planet and saw that you requested a assignment here. I came to see what you were up to."

"Is that concern I hear?" asked present day Superman.

Batman's eyes narrowed in annoyance but continued, "I think you acted suspicious on purpose knowing that I was going to be here from when you where him and did it to lead me here to make sure what happened before happens again."

"So what happens?" asked Static.

"Can't say what," said present Superman.

"Of course you can't," grumbled Static.

"But we need to get to the park where it does happen," said present Superman.

"Ever notice a lot of things happen at the park?" asked Gear.

"A place with a lot of room for a fight," said Static, as if considering it. "I wonder why a lot of things happen there?"

"The world shall never know," said Gear dramatically.

Static noticed young Superman was still watching Batman warily, and shook his shoulder to get his attention.

"Don't look so freaked out. He won't attack you or anything unless he thinks you're a threat."

"Or that you could become a threat," said Gear.

"Or you piss him off," said Static.

"_Never_ piss him off," said Gear.

"Gee, thanks guys," said young Superman looking slightly panicked.

"No problem mini Superman," said Static happily.

Batman turned to the younger part of their group and suggested towards present day Superman and said, "He's Superman." He pointed at young Superman. "_You_ are Superboy."

"Hey, I'm not a-" began young Superman, but gulped when Batman narrowed his eyes at him. "O-okay."

Brainy moved around Static so he stood next to the newly dubbed Superboy and rested his arm on the other boy's arm. He gave him a soft smile.

Not even the terror of Batman or the humiliating new name could keep Superboy from being happy at one of Brainy's smiles and he smiled in return.

Batman made a note to remember this moment and keep a closer eye on the two time travelers.

"We need to get to the park soon," said Superman, wondering if the old dusty clock on the wall was even remotely accurate. He turned to Batman. "I'm assuming you came prepared?"

Indeed, Batman did come prepared. He tucked away his cape and strapped on his bat winged jet pack.

"And you can fly on your own, Brainy," said Superman as they exited the gas station. "The reporter that writes about this won't be mentioning you in his article."

It was a little odd being around Superman, let along talking to him for Brainy. As his feelings for Superboy developed he had, at some point, separated the boy he loved from the man he idolized in his mind. It was like meeting his role model for the first time and he felt nervous even though he had known Superboy for nearly half a year.

Still, remembering that Superman's opinion of him hadn't changed after fighting Brainiac yesterday, Brainy felt his smirk that was usually saved for his twelfth level intelligence remarks grow on his lips.

"Is that so?"

"Let's just say the guy owes me one. I've saved his writing partner on numerous occasions," said Superman, winking as the group took off into the air.

Knowing just how many times Superman had saved Lois Lane, Brainy said, "Oh? Does she find herself in trouble often?"

Superman laughed.

"The question should be when isn't she in trouble."

Superboy didn't know what to make of the conversation. It was almost like his future self was flirting with Brainy. He looked at Static and Gear and saw that they seemed as confused as him. He didn't dare look at Batman.

"As much as I hate to break off the conversation you can't expect us to go into this situation completely blind," said Batman sternly. "You have to give us some idea what we're up against."

At this point Superman looked slightly nervous.

"To tell the truth I don't remember much."

"How can you not remember something like this?" demanded Static.

"Something most happen to his younger self that keeps him from remembering what happens," stated Batman.

Brainy looked at Superboy in alarm.

"Look, we're practically at the park," exclaimed Gear. "Are you going to tell us who we're fighting or not?"

Superman turned to Brainy and waited until the boy met his gaze.

"You're not going to like it."

Almost as if it was a queue, something from above hit Batman's jet pack and it caught on fire. He quickly tossed it off and pulled out his grappling gun, firing it at one of the near by buildings and swinging downwards instead of falling.

Something large and white came shooting out from behind the building, knocking Batman towards the ground before the man had gotten to a close enough distance that he could jump away.

At the same time, another white thing came pummeling down from above and landed on Gear's back, forcing him directly downwards. As they fell, it grabbed Static's legs, pulling him along for the ride.

Another collided with Superboy, two more joining in to similarly force him to the ground like they had the previous three.

Five more attacked Superman, taking turns pulling him down as he tried to punch them away.

Yet another grabbed Brainy from behind, it's huge arms too strong for him to break free from as it carried him down more gently then the others. Struggling against it's hold, Brainy turned his arm into a canon underneath it's arm, preparing to blast him away. He stopped when he heard a all too familiar voice.

"What do we have here?"

His heart stopping, Brainy looked up and saw the cause of his recent turmoil, all the things he had ever, truly, been ashamed of and what caused the pain that brought him to this time to begin with.

Brainiac stood before Brainy as his mindless mechanical drones fought the others.


	15. Chapter 15

Chapter 15

"So the League has made a copy of me," stated Brainiac, his tone of voice showing no emotion as always. "Even made you appear somewhat human. Did they think using you would help them defeat me?"

Not saying anything, Brainy kept his face neutral and allowed his mind to race with plans and possible solutions.

"No matter, I'll know soon enough," said Brainiac, raising his left hand and extended out the three wires from his wrist that would allow him to connect to Brainy's emblem and download information from him.

Brainy waited until Brainiac was close enough to lean in and make the connection. Just when Brainiac was as close as Brainy could allow, he fired his arm canon, disintegrating the drone behind him and, with the little leverage he had left, kicked Brainiac in the face and back flipped away. He smirked. It had felt good to hit his ancestor in such a way.

Having been pushed back by the kick, Brainiac straightened up again. He watched Brainy with an unchanging expression.

"Clever."

Something came rocketing from the side and hit Brainy so hard that he went flying into a tree and broke it in half.

"But not clever enough," added Brainiac.

Though his entire back roared with pain, Brainy forced himself upwards. He almost fell back at the shock of the identity of his attacker.

Superboy floating in the air above the spot Brainy had stood. His eyes were blank, glowing a faint green and there was a silver disk on his chest over his shield with Brainiac's emblem on it.

"My mind control disks only work on a person once and though they don't work on Superman they apparently work on his duplicate," said Brainiac, moving to stand next to the floating Superboy. "You'd think with the trouble they had with Supergirl's clone they would avoid such measures, but the League isn't known for their common sense now are they?" He turned to Superboy. "Make my double submit to the download. Damage him if you have to, but I want him alive."

With the order Superboy speed towards Brainy, fists prepared to cause the damage that may be needed to make him submit.

Shocked, Brainy couldn't find the willpower to move.

Blasting forward from out of no where, Superman attacked his younger self. He blocked, hit and punched him until he was able to throw him into the air. He swung around to face Brainy.

"Get out of here!"

His mind snapping back into focus, Brainy nodded and rushed off to help the others, who were still struggling with the remaining seven drones.

Static kept blasting the drones to keep them at bay but he didn't have enough time to concentrate a shock to destroy any of them.

Trying to give Static time to finish one off, Gear used his gadgets to slow them down but all of his attempts weren't enough to make enough of a difference.

At the same time Batman used his freezing pellets to momentarily freeze them but he was only able to break one before the others broke free and became immune to his further attempts.

Brainy blasted one with his arm canon as Static electrified one and they were able to destroy it but a second attempt at the same didn't work. The drones were adaptable. He quickly scanned them while he scanned his mind for everything he knew about these three hero's fighting techniques and weapons.

"Static, electrify the ground to freeze them. Gear, use a shock pack on one. Batman use some acid pellets on another," shouted Brainy, adjusting the frequency on his arm canon to get another drone with a different charge.

Not having the time to argue the three did as they said and they were able to get rid of four of the drones, because along with hitting one with an acid pellet Batman hit another with a acid pellet and a freezing pellet at the same time. This left only two more of the drones and they were now free from the electrified ground.

"Any more ideas?" asked Static, blasting another to no effect.

"Keep blasting that one, Gear throw another shock pack," shouted Brainy.

They did so but it had only been enough to half destroy it. It merged with the remaining drone to make one that was twice as big as any of them.

"Any good ideas?" asked Static, running out of the way of the drone's massive fist.

"Working on it," said Brainy, doing the same as the fist swung in his direction.

"If it had some sort of pressure point we could break hit with a physical hit," theorized Batman, only moving his head slightly to avoid collusion.

Adjusting his eyes, Brainy did a more detailed scan of the drone. At seemed the same all around except the line where the two drones connected.

"Everyone hit the line!"

As the three younger heroes flew up, Batman jumped onto the swinging arm and ran up it to his target. They all hit it at the same time.

The drone seemed unaffected at first but then it began to crack and crumble, becoming dust like the others.

Having a moment to breathe, Brainy noticed that both Batman and Gear had blood on their arms.

"What happened to you two?"

"Those drones took blood samples," said Gear, wiping off the dried blood.

"Not from me," said Static.

"Brainiac has the samples in a compartment in his chest," said Batman, ignoring Static's statement.

"Well that wasn't so hard," said Static, looking at the drone's remains.

"If you say so," said Gear. "But what are we going to do about them?"

Above them past and present Supermen were fighting the other, making hits so hard and fast they were more heard then seen.

"Same as last time. Break the disk," said Static.

"It's not that simple," stated Batman. "The person wearing the disk needs to be weakened before it can be removed."

"But its Superman," exclaimed Gear in disbelief. "How are we supposed to weaken Superman?!"

"Kryptonite," stated Brainy.

The remaining three turned to Brainy in disbelief, though it didn't show on Batman's face.

"Brainy, kryptonite could kill him," said Gear softly.

"And where would we get kryptonite? Text message Lex Luthor and say 'pretty please'?" asked Static.

"According to history files, Batman always carried kryptonite," said Brainy, not looking at Gear and turning to Batman instead.

Contemplating Brainy for a moment, Batman wordlessly reached into his utility belt and took out a piece of kryptonite, no bigger then the end of a sickle. He placed it into Brainy's waiting palm.

"Brainy, you shouldn't-" began Gear.

"I'll need one of your launchers," said Brainy to Batman.

Batman handed it to Brainy, ignoring Gear's angry expression.

"Brainy, what do you plan on doing," demanded Gear.

"If I can get Superboy close enough where I can launch the Kryptonite into the disk it should be enough to weaken him and remove the disk without there being enough time to do any damage to him," said Brainy.

"That's a lot of 'what if's Brainy," warned Gear.

"I'm more then happy to take a suggestion," said Brainy.

Gear made a face but remained silent.

"Is there a way to let Superman know what we're doing?" asked Brainy.

"He's not wearing his league communication device so we can't give him a message," said Batman, not knowing that Superman already had a history when it came to communication devices.

"How are we gonna get Superboy close enough?" asked Static.

"Brainiac ordered him to make me submit to a download. If I can get his attention then he should come after me. Hopefully Superman will realize we have a plan, but if he tries to interfere you guys have to try to slow him down," said Brainy.

"Yea, we're real good at that," said Static sarcastically.

"It doesn't matter. Your plan shall fail," said Brainiac. He extended a laser from his arm and fired at them.

The group scattered to avoid the attack.

Brainy ran in the opposite direction of the others, right in the assumption that Brainiac would go after the bigger group. He stopped below the Supermen.

"Superboy! I'm here, come get me!"

As Brainy predicted Superboy left his fight with Superman and came barreling down towards Brainy.

It was amazing how fast Brainy could think in such a short amount of time. He thought of all the things that could go wrong and worried about the timing. He tried to convince himself that nothing would go wrong, telling himself that he couldn't back out anymore even if he wanted to.

_Please be alright_, begged Brainy, tears forming in his eyes as he aimed.

When Superboy was in position, Brainy unwittingly closed his eyes and fired the launcher. He didn't realize that he did so until he heard a thumping noise. Horrified, he opened them and saw Superboy crumpled on the ground at his feet.

In his unexpected landing Superboy fell face down on the ground, one of his hands reaching for Brainy, almost touching his foot.

Brainy swore, falling to his knees and turning Superboy onto his back. He pulled Superboy closer to him so he could reach the disk, putting Superboy's head onto his lap in the process.

The kryptonite pierced the center of the disk as Brainy planed, glowing as it took away Superboy's strength.

Pulling the disk off Brainy, unthinkingly, threw it away from them. Still crying, he shook the unconscious Superboy.

"Superboy wake up. Wake up."

Bending over, Brainy rested his forehead on his knee next to Superboy's head leaning his lips close to Superboy's ear.

"Clark, please…"

"Not a very good copy if it shows such weak human emotions," commented Brainiac.

Looking up, but not straightening his back, Brainy saw his ancestor walking towards him.

Where were the others?

"Not very smart either if it throws away something so dangerous," said Brainiac, holding up the disk with the kryptonite embedded in it.

Superboy groaned as the kryptonite came closer.

There was nothing Brainy could physically do to stop Brainiac. He knew his weapons wouldn't work on him and that Brainiac would not stop until he had killed Superboy. There was only one thing he could think of; the self destruction of his programming that would jump like a virus to Brainiac and delete him completely.

Superboy would be safe, but Brainy would never be born. So many things would be changed in the timeline but Superboy would be safe.

Brushing back Superboy's curl, Brainy kissed his forehead.

"I love you Clark. I wish you would be able to remember that."

Sitting up, Brainy began to reach up to the emblem on his own forehead.

Suddenly something came from the right and struck Brainiac in the side and began to beep.

Both Brainiacs looked at it out of surprise, seeing a Baterang in Brainiac's side, flashing in warning. Before anything could be done about it, it exploded, taking half of Brainiac with him and destroying the kryptonite.

"Not so much of a loss," said Brainiac. He patted his chest. "I got what I came for." Then he took off into the air.

"Should we go after him?" asked Static.

"Another day," said Batman. He walked over to where Brainy still sat on the ground with Superboy's head on his lap. He grabbed the still shocked Brainy's hand and lowered it away from his forehead. "What would that have done?"

"Destroy the Brainiac program," said Brainy numbly. "Where's Superman?"

"I'm here, Brainy," said Superman from his other side. He knelt down next to Brainy and put a hand on his shoulder. "We're both alright." Concern was written all over Superman's face. "When you say destroy the program would that have killed you?"

"It would have gotten rid of Brainiac so I never would have existed," said Brainy, unaware that tears were still running down his face. "Sprock… Why did I come up with such a stupid plan? I could have killed you."

"You did what had to be done, I don't blame you," said Superman, gently wiping the tears away from Brainy's face.

"Why isn't he waking up?" cried Brainy.

"It's just his first time being exposed to kryptonite, he'll be fine," assured Superman. "You need to calm down."

"But Clark-" began Brainy absently, not realizing he was actually using the other boy's real name.

"Just relax Brainy," said Static, coming up from behind him and grabbing hold of the smaller boy's head with his hands electrified. "Everything is going to be okay."

Such a hold would have hurt anyone else but the energy flowing from Static's hands only made Brainy tired. He blinked away sleepiness but succumbed to its pull.

Catching Brainy as he fell forward, Superman let Brainy rest against him, absently running his hands through Brainy's hair.

"Lois Lane never stood a chance, did she?" asked Static.

Superman half smiled and shook his head.

"And now the female population will morn for all eternity," said Static dramatically.

"People will be showing up soon. Where are you taking them?" asked Batman.

"Back to my house I guess," said Static.

"We should meet again before they leave," said Batman.

"I'll call you," said Superman.

"Batman, do you need a lift since those drones blew up your jet pack?" asked Gear cautiously.

"No," said Batman, taking out a control from his utility belt and pushing a button. A moment later the Batmobile drove up to the park's entrance. And, without another word walked to it and drove off.

"We should have asked to get a ride with him," said Static.

Gear wordlessly nodded.

"Would one of you two carry Superboy?" asked Superman, looking like you couldn't make him to let go of Brainy, even for the whole world.

"Wouldn't be able to lift him," said Gear.

"I can electrify the air molecules around him and make him float beside us as we fly back," offered Static.

"That works," said Superman.

"Superman, I know it goes against the space time continuum and falls under the category of none of my business but what happened?" asked Gear.

"What do you mean?" asked Superman.

"Between you and Brainy," clarified Gear.

"What do you mean?" asked Superman again.

"Come on Supes, you look worse then road kill," said Static.

"Does something happen between you and Brainy?" asked Gear.

"You know I can't answer that," said Superman.

"Look, I know the time line and all is important and everything but Brainy is really important to me," said Gear, not noticing Static's surprised look. "Please, at least tells me he doesn't die."

Looking away, Superman seemed to subconsciously hold Brainy tighter to him but he didn't answer.


	16. Chapter 16

This chapter is dedicated to the super nice and talented Noriko Sakuma who drew me a BUNCH of fanart of all my ongoing LOSH series. See the link in my profile and be awww-ed. -smiles and glomps her again-

Chapter 16

There first thing that Brainy noticed as he regained consciousness was that he was in pain. He couldn't tell where the pain was coming from but it seemed to fill his entire being and made him want to go back to sleep where he could pretend it didn't exist.

Then something else brought itself to Brainy's attention. Someone was touching him, softly playing with his hair and caressing the side of his face. He vaguely wondered who would touch him like that.

In the past Saturn Girl had touched his hair when he was upset but not when he was sleeping and he wouldn't put it past Triplicate Girl but then there would be giggling. Also, he didn't think either would be touching his face in such a way. It seemed too intimate, too gentle and shy a touch for either of them. Plus, he was beginning to remember that neither of the girls were remotely near him since he was in a time period that they weren't even born in yet.

Concentrating on the feel of the hand Brainy realized it was too big to be a girl's. There was only one boy in the Legion that wouldn't be weird-ed out by touching another guy like this. Only one person who ever touched him so gently.

Eyes snapping open Brainy felt relief flow through him when he saw Superboy, now dressed in his pajamas, awake and looking at him.

"Are you alright?" asked Clark, just as Brainy was about to ask the same thing.

Blinking in surprise, Brainy looked at Clark oddly.

"Why are you asking me?"

"Virgil said I threw you," said Clark, looking away, "through a tree."

Brainy half laughed.

"I had a panic attack, thinking your were going to die, and here you are worried about throwing me through a tree."

"You're not invulnerable Brainy! Going through a tree could have seriously hurt you," protested Clark, looking at Brainy again.

"Clark," began Brainy, completely serious, "What's worse; injury or death?"

"That doesn't stop me from worrying," said Clark.

"I'm sorry," said Brainy.

"For what? Not being able to dodge a speeding bullet?" asked Clark, jokingly.

"No. It was my plan that could have killed you. I was even the one that carried it out," said Brainy. Now he was the one looking away. "I'm sorry."

"I'm still not sure what you're apologizing for Brainy," said Clark. "You _saved_ me from Brainiac's control and, besides taking a nap, you didn't hurt me at all. I just hope I never have to deal with that kryptonite stuff ever again."

"Er, sorry," said Brainy.

"What? Oh crud… That's why Virgil and Richie changed the subject so quickly," said Clark.

Despite how unfunny the idea of Clark facing kryptonite numerous times in the future was the expression Clark was making made Brainy smile. He was happy that Clark wasn't angry at him and that he no longer had to worry about the first time he would encounter Brainiac but there was still something he had to know.

"Clark, why are you playing with my hair?"

Having not realized that he hadn't pulled his hand away when Brainy woke up, Clark laughed nervously.

"It's soft?"

Having not expected that, Brainy blushed. He knew that Clark's answer hadn't really answered his question, but he wasn't sure how to pursue it further.

"I don't really remember much of what happened but I could hear you. I mean, I couldn't at first, it was someone turned on the mute even though I could still see, but then when I couldn't see anymore I could hear but then it kinda faded out," said Clark, his words rushing out of his mouth.

Brainy wasn't sure of what hearing him had to do with Clark touching his hair, but as the ramble continued he realized Clark was talking about when Brainiac had used the mind control disk on him. He quickly scanned his memory of when Clark wouldn't have been able to see anything.

"What I'm trying to say is, is that," stammered Clark, not realizing that Brainy had just remembered when Clark wouldn't have been able to see; when Brainy had thought he had been completely unconscious. He could hear Brainy's heart rate speed up in a way he recognized as fear.

_Stop being a coward and say it before he starts thinking the wrong thing_, Clark internally yelled at himself.

"I love you too," exclaimed Clark, face burning and his own heart rate going faster then he could ever remember.

"Oh," said Brainy slowly. He closed his eyes.

_That was unexpected_, thought Clark, trying to calm down his heart.

"Brainy, what are you doing?"

"Trying to wake up," replied Brainy. "I'm obviously dreaming."

"What makes you think you're dreaming?" asked Clark.

"You said you loved me. Real Clark might forgive me for endangering his life but there is no way he would ever say that he loved me," said Brainy.

"Why not?" asked Clark.

"Because real Clark would never love me," said Brainy.

"I find that hard to believe since I love you very much," said Clark, smiling at how Brainy blushed even though he still kept his eyes closed. "Open your eyes."

Still thinking he was dreaming, Brainy kept his eyes closed. He was going through all the things that usually woke him up from dreams in his mind but for some reason none of them were working.

"Last warning," said Clark, teasingly.

_Not happening_, thought Brainy.

"You asked for it," said Clark, grinning. Without further warning he released Brainy's face and pulled Brainy close to him.

Brainy's eyes snapped open out of surprise but it was too late. Clark's hand returned to his face and tipped it upwards. His eyes widened when their lips touched.

Not wanting to scare Brainy, Clark began to pull away almost right after contact, pleasantly surprised when Brainy pulled him back into another kiss. He was quick to respond to the lips caressing his own but failed to keep himself from smiling.

Slowly the two parted and Clark grinned at Brainy's dazed expression.

"Still think you're dreaming?" asked Clark.

"I-" began Brainy, but he wasn't sure. It certainly felt real, but surely it was too good to be true? If it was then he should take advantage of it. If it was real, even better. He leaned forward to kiss Clark again.

Clark leaned back out of Brainy's reach and smiled at what could only be described as a pout on the other boy's face.

"Are you dreaming?"

"I don't think a dream would deprive me of what I wanted so no," said Brainy.

"Good," said Clark, leaning forward to give Brainy the kiss he had previously withheld. "Why did you think I would never love you?"

Brainy hesitated. There were many reasons he thought Clark, or any person at all, would never love him. The stigma of being a Brainiac, his abnormity of being half mechanical, his superior intelligence that made people shy away, his lack of proper social skills, his issues with touching and other forms of intimacy that had only recently become less of a problem and the confusion about his age just to name a few. A lack of confidence to be added upon reviewing the list.

What would Clark say if he pointed these thing out? Would Clark accept them or would they only serve in pushing him away?

"I already told you told you that I don't care that you're descended from Brainiac," said Clark, not realizing that there was more to it. "I just met him and I still don't care."

Though this was the point where he probably should have said something, Brainy bit his tongue. He was too smart to do something stupid that could loose him the person he loved.

"And like older me said, my feelings won't change even after I've fought him many times," said Clark, worried that Brainy was still not convinced.

Brainy blinked.

"What?"

"The other day, older me said his feelings for you hadn't changed," said Clark, blushing. "S-so when I'm him I'll still love you."

A deep blush took over Brainy's face and his heart pounded.

"I hadn't realized that was what he, you, meant by that. I feel so stupid."

"That's a first," laughed Clark. "Care to explain why?"

"I, I know you're Superman but sometimes I forget that you'll become him," said Brainy slowly. "It's like I separated you two in my mind. I, I'm not even sure if I'm explaining it right."

Clark couldn't help but smiling. He had been worried for a while now that anyone who would ever love him would only want him for his powers and here Brainy was, telling him that he cared for the person he knew and not the one he would become. He couldn't hold himself back from kissing Brainy again and again, all over his face and occasionally stopping to claim the lips he had been holding back from for far too long.

The third time Clark tried to kiss his lips, Brainy raised a hand to block him and get his attention. He blushed at Clark's disappointed expression.

"I, I love you too Clark."

Smiling, Clark kissed Brainy's palm.

"Glad to hear it when I'm not practically unconscious." He took hold of Brainy's hand and turned it over to kiss the other side. "Say it again."

Brainy blushed.

"Clark…"

"Now the other part," insisted Clark.

"Clark," said Brainy, still embarrassed.

"Please," pleaded Clark, smiling.

Unable to resist, Brainy kissed those lips and whispered the words against them.

The two boys never went back to sleep that night. They stayed up, holding each other, talking and kissing whenever silence fell upon them.

Clark was the first to hear people moving around in the rest of the house.

"I guess we should get up. Virgil said Batman want to meet with us again before we go back."

"We've been gone for nearly three days. I can't imagine the others will be too happy with us when we get back," said Brainy.

"Can't we go back right when we left?" asked Clark.

"No," said Brainy. "Returning to when you left in the past is one thing because the past already happened. When you leave a time that isn't already set the time you spend away is time you loose."

"I'll never understand time travel," admitted Clark.

"You don't have to," commented Brainy. He regretfully pulled away from Clark's embrace and sat up, noticing a surprised look on Clark's face. "What?"

Becoming excited, Clark sprang up and picked up Brainy as he flew over to Sharon's vanity. Ignoring Brainy's protest, he gently turned the other boy's face so he would look in the mirror. He smiled at Brainy's stunned silence and kissed the top of his head, wrapping his arms around him.

"Your eyes are back to normal."

Amazed, Brainy touched the surface of the mirror in silent wonder. What could have caused it? He looked at the bigger reflection in the mirror, the image of the two of them together, and thought that it didn't matter.

"Brainy, what bright eyes you have," exclaimed Richie dramatically as Brainy and Clark joined the rest of them in the kitchen.

"They're actually supposed to be this way," said Brainy, sitting down next to Clark at the table on which there was a assortment of breakfast foods.

"Brainy," whined Richie, "you're supposed to say, 'all the better to see you with, my dear'," his imitation of a granny voice making Virgil laugh into his milk.

"The brightness of my eyes doesn't effect my vision," commented Brainy.

"I'm guessing your weren't raised on nursery rhymes," said Virgil.

"Only if you count math equations," said Brainy.

"We don't," said Richie, taking an empty plate from Virgil and assisting him in filling it with food. He then placed it in front of Brainy.

"I don't need to-" began Brainy.

"You haven't eaten since pizza and you are not leaving this table until you've cleared your plate," said Virgil in, what Brainy thought of as, a good imitation of Lightning Lad's bossy voice.

"And drink your milk," added Richie, pouring him a glass.

"What am I, a child?" asked Brainy.

"Yes," said Richie and Virgil together.

"Listen to your friends," said Mr. Hawkins, not looking up from his newspaper.

Not able to help it, Clark laughed.

"You're not helping," said Brainy.

"Sorry," said Clark, kissing Brainy's cheek.

Both Richie and Virgil's jaws dropped.

"When did this happen?" asked Virgil, gesturing madly.

"Last night," said Brainy.

Both Richie and Virgil grinned in all knowing fashion.

"Not like that, you perverts," yelled Clark, blushing.

"It seems just like yesterday they were dancing around each other, ignoring the obvious signs of each others feelings," sighed Richie.

"It was yesterday," said Virgil.

Clark and Brainy exchanged looks, silently asking if they should comment on how ironic such statements were, coming from them.

"Glad to see you're both okay," said Superman as the time travelers, Static and Gear came into the abandoned gas station.

"Is Batman here yet?" asked Static, looking around.

"Not that I can tell," said Superman.

Static exchanged looks with Superman and then with Gear.

"Hey mini, wanna see something cool in back?"

"What?" asked Superboy.

"It will only take a minute," said Gear quickly, joining Static and pushing the boy of steel out of the back door.

"There is nothing in back, is there?" asked Brainy.

"Nope," admitted Superman.

"You can't tell me anything about my future," reminded Brainy.

"I know," said Superman.

"Then why did you arrange for Static and Gear to get your past self out of the room?" asked Brainy.

Superman was silent for a moment, thinking of how he wanted to phrase it. He walked over to Brainy and kneeled down so they could see eye to eye.

"I wanted to thank you for saving past me yesterday but I can't believe what you had almost done. Do you have any idea what you could have done?"

"I just wanted to protect you," said Brainy, though he had to admit that the concept seemed very outrageous in his head. Superman wasn't someone who needed protection but, he reasoned, he wasn't just Superman to him.

"Gosh darn it Brainy," said Superman, not knowing that Brainy found his habit of using imitation swear words cute, "sometimes you just don't think!"

Surprising Brainy, Superman reached forward and held the smaller boy tightly against him.

Still not used to the idea that Clark, let alone his future - historically famous self that Brainy had always admired, loved him, Brainy blushed and his heart started to pound wildly. Though it felt awkward, he returned Superman's embrace.

"Please, don't ever put your life at risk for me again. I don't know what I ever lost you," said Superman, the shaking of his voice making Brainy think that maybe something had. Nothing fatal like the plea suggested, but something.


	17. Chapter 17

This chapter is dedicated to Rabidfangirl (Brainiac6Techgirl) for drawing me a super cute (bad pun intended)SM/B5 for my birthday. The link has been added to the list on my profile right before the Music Video.

For me, this chapter is really sad because it's the second to last chapter of this story. Ireally enjoyed writing this series and, as much as I'm looking forward to the sequel, I'm going to miss this one. I'm also kinda sad because it looks like it's never going to reach the 100 comment marker like 'TOSoP' did.

On the bright side I think thiswill bethe longest completed LOSH story on FF.N, possibly the internet because they're so hard to find. 'TOSoP" will of course put this story to shame with it's length but it can bask in the moment of temporary internet glory.

Chapter 17

"What's so cool about a pile of tires?" asked Superboy when Static and Gear took him to the fenced off back of the gas station.

"Nothing. Future you just asked us yesterday to help him get a moment alone with Brainy," said Static.

Superboy immediately turned to go back in but was stopped by the other two boys blocking his path.

"Relax mini," said Static.

"It's not like you're your own rival or anything," said Gear.

"But what could I possibly say that I couldn't say in front of me?" asked Superboy, worry clear on his face.

"And you need a map to my sentences?" Gear asked Static.

"Not all the time," said Static defensively. "And this is time travel confusion. I'll never understand time travel."

"We don't have to," said Gear with the same tone and expression Brainy had used when he had told Superboy earlier that he didn't need to understand time travel.

"Guys, I want to know why future me wanted a moment alone with Brainy," exclaimed Superboy, looking like he was ready to charge past them.

"So do I," said a voice from above them that made the three boys jump. Looming above them on the roof crouched Batman, peering down at them. He jumped down, easily landing between Superboy and the two acting as guards at the door. With one look he made them move aside and he moved past them.

"One of these days we're going to have put strings with little bells on them surrounding the place, including the roof," exclaimed Static in exasperation.

"Do you honestly think that would work?" asked Gear.

"No," admitted Static in defeat. "But it would be better then doing nothing."

Superboy rushed passed them before they could remember they were supposed to be blocking the door and went back to where his future self, Brainy and now Batman was. It was a strange sight to see his older self wave in greeting as Batman and Brainy had gone into another round of battling each other through their respective glares. This time he knew better then to interfere.

"You care to add something Superboy?" asked Batman, without turning.

"No," said Superboy quickly, embarrassed by how intimidated he felt without Batman even looking at him.

Now ignoring Superboy's presence, Batman turned his full attention to Brainy. He knew full well that Brainy wasn't scared of him and that impressed him, though not as much as the boy's willingness to sacrifice himself to protect Superboy. He knew he couldn't threaten Brainy for any of the answers he wanted. All he could do was ask the questions he thought he would get answers too and turn to Superboy for the ones Brainy wouldn't answer or wouldn't stop Superboy from answering.

"You are some sort of descendent of Brainiac. How did he do it?"

"Well Batman, when a man and a women want a line of descendents to rule a planet they do a special sort of hug-" began Brainy, smirking his 12th level intelligence smile and clasping his hands together as if to represent a man an a woman.

Seeing that Brainy wasn't normally so sarcastic, Superboy blamed it on hanging around Virgil and especially Richie for so long since they were nothing but so. He also blamed them if Batman revolted against Brainy speaking in such a way and started to tip toe to the side so he'd have a better view of what was going on and be in a better position to grab brainy out of harm's way if need be.

"Spare me," growled Batman, eyes narrowing as Brainy's smirk grew but separating his hands to show the end of his taunting. "You and I both know perfectly well that the '_special hug_' wouldn't work for Brainiac since he is mechanical. Explain."

"You already know part of how he did it, or rather you are a piece of the puzzle," commented Brainy.

"The blood samples he took," stated Batman.

Nodding Brainy continued to say, "Over the next couple of millennia Brainiac will collect blood samples from about 100 humans that he deems the smartest of your race and use them to create a genetic code that he combines with his computer codes to make up a DNA he will, in the far future, use to impregnate a female of my species. You and Gear are the first since, even though no names were recorded, records show that he only collected two samples in the entire 21st centaury."

"Are you trying to say we're related?" demanded Gear, storming into the room from the back where he and Static had been listening. He stood just in front of Brainy, but avoided being too close to Batman.

"Gear, the 100 human samples only made up half of Brainiac's self created DNA and only half of it got transferred to Brainaic Two since the other half came from the mother. Plus you would only be 1/100 of half of Brainiac beginning DNA. You wouldn't have enough genes in common with Brainiac Two to be considered related to him, let alone me," commented Brainy.

"B-but we both like hot chocolate. And we're both blonde," stammered Gear.

"A lot of people like hot chocolate and Brainiac Two's mother was blond," said Brainy, wondering why Gear seemed so panicked by this.

"You," began Superboy slowly, not sure if he wanted to comment or not. "You two talk similarly sometimes and your expressions, or rather the expression you make when you think someone is being stupid is the same."

"Oh my god," groaned Gear, looking like he wanted to hang himself.

"Batman and Brainy glare the same way," said Superman brightly, which earned him the glare of the dark clothed man only a few, precious, feet away. "And they're both really good at thinking of plans quickly and taking command when needed among other things. Plus all three of them are good at inventing."

"No matter what traits may have been passed down we are no more related then Gear is to Static," exclaimed Brainy, embarrassed by how they all seemed to be analyzing him; even Static who had not said anything but looked like he was making a mental list of all the commonalities he had noticed.

"Are you sure?" asked Gear quickly.

"You're smart. Do the math," said Brainy.

Gear paused, thinking about it more calmly before smiling.

"Thank god… it would have been weird to know I had a crush on some sort of descendent of mine."

Unable to help it, Brainy blushed. He certainly knew Gear had flirted with him on occasion, but he had thought it had been in jest and not actual affection.

That's when things started to move very fast. Superboy came and actually pulled Brainy away from Gear in a combination of hugging him from behind and swinging him away from the other blond.

At the same time, Static seemed to have reached his breaking point. He stormed over to Gear, completely ignoring how close Batman was to them and yanked off Gear's helmet. Gear barely had the time to blink, his hair flying in all directions, before Static grabbed hold of his face and began to kiss him.

Not wanted anything to do with it, Backpack jumped down from Gear's back the moment Static approached his creator and beeped as if annoyed before quickly moving out of the way.

Having not expected anything like this, Gear's eyes visibly widened. Yet before he could relax into the kiss Static let go of his face and, instead, grabbed hold of Gear's upper torso and dipped him so Gear couldn't get away without falling to the floor.

While Superman looked nothing but entertained by the whole situation, Superboy felt nothing but confused. First Gear says he likes Brainy and then Static kisses him? Sure he had thought there was something between them, but he didn't think Static's move was timed very well. He quickly had to take that thought back though when he saw Gear hold onto Static and kiss him back.

Though Brainy was happy for his two friends from the past, he couldn't help but think they should finish as quickly as possible or at least step away from Batman before he ran out of tolerance for them.

When the heroes of Dakota separated, Brainy couldn't resist having a bit of revenge. He looked at them, still in Superboy's arms and smirked.

"What was it you guys said? 'It seems just like yesterday they were dancing around each other, ignoring the obvious signs of each others feelings?' Rather ironic statement, wouldn't you agree?"

Static and Gear glanced at each other and laughed nervously.

"If I wanted to watch so many public displays of affection, I would have stayed in Gotham and watch Nightwing and Batgirl dance around each other," commented Batman in a clear 'I am not amused' tone.

It would have been easy to point out that being in an abandoned gas station was anything but public but Brainy didn't really see the point of saying the obvious. Plus no one else seemed to care.

Out of surprise, or possibly sensing the danger of doing anything else, Static and Gear practically jumped away from Batman and closer to the safety of Superman.

Superboy, on the other hand, refused to let go of Brainy. This was something even Batman couldn't make him do.

Deciding to ignore him, Batman turned to Superman, who was still smiling as if remembering all of his very fondly.

"I realize that you didn't say anything before because it could interfere with the time stream but you may want to consider letting the other founding members of the league know of your," he glanced at Brainy, "relationship in case more incidents like this occur in _our_ future."

"My parents already know, but I was just waiting for this to happen before telling anyone else," commented Superman. "I'd also like to tell Kara so no misunderstandings occur in the future." He gave Batman a serious look. "You can tell your family if you want since Brainy is, no matter how distantly, a part of it."

All of this only served to make Brainy curious. He wondered how Ma and Pa Kent would react to their adoptive son having such a, such a very unusual relationship. He also speculated about the reactions of the other founding members of the league. He believed that of the women, Hawk Girl might be the one to have issue with it while Wonder Woman might even support it since lesbianism had been common on her home island and she had no personal issues with Brainiac. Of the others he imagined the Flash would probably find Brainy interesting in some fashion while John the Martian Man Hunter and Green Lantern might have concerns but trust Superman's judgment.

Superman calling Brainy part of Batman's family surprised him though. He had just finished saying to Gear that they weren't related, even remotely, and then Superman says that they are despite that.

Batman seemed to be wondering this too, for he was looking at Brainy in a contemplating fashion. No contempt or approval showed on his face. If anything there was curiosity, barely noticeable unless you knew Batman very well.

"Perhaps," said Batman finally, eyes lingering on Brainy for a moment longer before turning to Superman again.

The conversation between the two older heroes continued but Brainy didn't hear any of it due to the fact Static and Gear had walked over to them to get away from being in the middle of their conversation.

Barely glancing at Superboy, who was still holding Brainy, Static leaned in to Brainy and whispered, "I think you just got adopted into the Bat family."

"Is that a good thing?" asked Superboy, also whispering.

"Depends on your point of view," whispered Gear.

"It's _probably_ a good thing," whispered Static.

"It's a good thing you aren't a girl, Brainy," whispered Gear.

"Yea, Daddy Bat is probably the type who would never want to let a daughter go and be fiercely protective and hateful of the guys she dates," whispered Static, looking like he was struggling not to laugh at the concept.

"Batman may not have super hearing but he can still hear you guys," pointed out Brainy, since he had been watching the conversation between Batman and Superman and noticed that Batman had turned when his name was mentioned.

Gear laughed at Static's horrified expression but immediately stopped when Static turned to him. He wrapped an arm around Static's shoulder and smiled.

If it wouldn't have been out of character, Batman probably would have rolled his eyes before turning his attention away from yet another 'public' display of affection.

'I am sorry Brainiac Five,' said a familiar electronic voice in Brainy's head.

Looking down, Brainy saw Backpack had walked up and stood close to Brainy's feet. It peered up at Brainy with its camera and almost appeared regretful in its stance. He wasn't sure how to react to Backpack's apology.

'I never meant to cause you pain with the mind link,' continued Backpack, 'but Master Richie had been sad for a while now and I thought you could make him happy. And I suppose you did, in an indirect way.' It glanced at the interaction happening between it's creator and his best friend and turned back to Brainy. 'Thank you.'

'I'm sure it would have happened eventually,' Brainy mentally said back, 'And I forgive you the link mishap. In a indirect way, it I think it helped me too.'

Backpack looked up at Superboy a moment and moved it's camera like head in a motion that could be taken as a nod or a shrug before walking away and disconnecting the mental link between them.

"Are you too going to stay in this time forever?" asked Batman suddenly.

"They'll leave in a moment," insisted Superman. He made a 'come here' motion with us hand. "I'd like to talk to young me for a moment."

"You can't tell him anything," said Batman.

"I know," said Superman.

Superboy regretfully let go of Brainy and walked over to his older self, following him so they walked slightly further away so they wouldn't be overheard.

"I suppose it's too much to ask for you guys to visit us sometime," said Gear, turning to Brainy with a look of a kicked puppy.

"I'm afraid so," said Brainy. "We never would have come this time if not for the circumstances."

"In that case you are hereby ordered by your not really related, but kinda related, ancestor to be careful," said Gear in a good imitation of Mr. Hawkin's voice.

"And don't forget to eat regularly and wash behind your ears," said Virgil in a bad imitation of a woman's voice, pinching Brainy's cheek as he said this.

Brainy's face flushed in annoyance and batted Static's hand away only in time to be hugged by a laughing Gear and patted on the head by a grinning Static.

"Quit it, both of you! If you ignore the fact that I, _technically_, haven't been born yet we're practically the same age."

"That doesn't stop you from being adorable," said Gear.

"You practically scream, 'I'm a little brother, pick on me'," said Static.

"Really? It makes me wanna feed him cookies," said Gear.

"I'm a only child, let me go," demanded Brainy. He was seriously starting to consider using his arm canon.

"Now," said Batman.

Gear and Static looked at Batman a moment in pure surprise before quickly doing what they were told.

Brainy turned and looked up at Batman, "Thank you."

Looking away, Batman didn't seem to acknowledge Brainy had said anything.

"Definitely adopted," said Gear, not bothering to lower his voice, grinning when Batman ignored him and Brainy looked confused as to what to think about it.

On the other side of the room, Superman smiled.

"One of the good things about all this is that Brainy becomes more open about how he feels. It's cute."

Superboy blushed and hoped that Batman couldn't hear any of this.

"S-so what was it you wanted to say?"

"Nothing really," said Superman. "Just giving them time to say goodbye."

"Oh," said Superboy. He hesitated but decided to ask anyway. "I know you can't tell me anything about the future but do you have any advice for me?"

Superman paused, looking over at the rest of the group and let his eyes rest on Brainy, who was batting away Gear and Static's attempts to tease him again.

"Just one. Whatever worth having is worth fighting for."

Superboy considered these words carefully. He knew he didn't have to worry about Gear's 'crush' on Brainy anymore, but who did that leave?


	18. Chapter 18

03/16/2008

This chapter is for HappySmoker for a cute�fanart of Brainy in Richie's sweater (No link available). I'd also like to thank MaryAna, a new reader to the series, who commented on some of the earlier chapters. I hope she'll continue to read, comment and enjoy the rest.

I'd also like to dedicate this chapter to Yu-Gi-Ah 2.0 for her constant support and conversations through e-mail that made all the chapters after chapter 3 possible.

And sorry for no update yesterday but since this IS nearly twice as long as usual chapters so I think that makes up for it. ENJOY! ...the last chapter...�-sniffs sadly-

Oh, and cyber cookies for whoever, besides Yu-Gi-Ah 2.0 who already knows, tells me where Static and Gear's ending lines come from. -giggle-

Chapter 18

When Superboy walked away from Superman, Static was quick to pull him to the side, as far away from Batman as possible.

"Listen carefully mini Supes, I know I'm not supposed to interfere with the space time continuum and what-not but I don't think it counts if I don't know what I'm talking about," whispered Static, watching the others for any sign they knew about their conversation, except Superman who seemed to be distracting Batman for him.

"What do you mean your don't know what you're talking about?" questioned Superboy, wondering about Static's sanity and if he should talk any of this seriously.

"I don't know what happens but I know something does happen," whispered Static. "Big you looked miserable yesterday when Brainy was freaking out about you-"

"What do you mean Brainy was freaking out?" asked Superboy, turning his head to look at Brainy only to have it turned back by Static.

"The kid was crying his eyes out because he thought he hurt you, now _listen_. After I, er, put Brainy down for a nice relaxing nap, Richie asked if something had happened between you and Brainy and he didn't deny it," whispered Static, wincing when Superboy's eyes narrowed in suspicion around the phrase 'nap'.

"You know he can't tell you anything about the future," said Superboy, but the seed of worry had already began to grow.

"I know, but I don't think he would have looked so miserable if it hadn't been something bad," said Static. "I'm just saying that you should be careful. Big Supes seems to still care about Brainy a lot so it, it could be bad."

Superboy thought of what Superman had said, about fighting for Brainy. Had it been his future's self own attempt to change time?

"You two better not be making out over there," shouted Gear.

Static turned and pretended to look disappointed.

"But he still owes me a kiss from yesterday!"

As Superboy blushed Superman laughed.

"Oh yea, I remember that now," said Superman, he grinned at Batman looking at him in Batman's unique 'tell me what's he's talking about before I kill you' look. "Long story short it was Virgil's kiss being given to other people and when it came to me I told him to kiss himself."

Brainy looked like he was struggling not to laugh at the memory.

"Sorry Virgil, but you're never going to get that kiss," said Superman.

"Then I guess I'll just take it from Richie," said Static, grinning.

"Not in front of me," said Batman sternly.

"How about behind you?" asked Brainy and smirked at Batman's glare.

"Shouldn't you be leaving?" asked Batman.

Though he was still smirking, Brainy nodded. He lifted his arm, the panel opening under his skin as he did so. He pressed a few keys and the time bubble appeared in the center of the room.

"Can't we put off the inevitable for a little longer?" asked Gear. "Like a few more days? A year would be good."

"Sorry Gear, but we've meddled with time enough," said Brainy.

"Is it really meddling if you did what you're supposed to do?" asked Gear.

"Nice try, but we still have to go," said Brainy.

"One more thing though," said Superman, walking over to them. He leaned down and kissed Brainy's cheek.

Eyes going impossibly wide, Brainy turned a darker shade of green then ever before. He had no idea what was worse; the fact he was reacting in such a way over such a simple act of affection from the future version of the boy he loved or that Batman was glaring at Superman in a way that Static had described as 'protective Daddy Bat' or that Gear and Static had actually cheered or that Superboy looked like he wanted to murder his future self.

"Time to go," said Superboy, whose smile did nothing to mask his annoyance at the act his older self had committed. He gently grabbed Brainy's arm and pulled Brainy into the time bubble, trying to ignore the glare he knew Batman was giving him.

"Bye-bye boys," said Static.

"Have fun storming the castle," said Gear.

The door closed and the time bubble disappeared from the 21st centaury.

--------------------------------------

Arriving back in the 31st centaury the two boys walked off of the time bubble and watched as it faded away once again.

"Where does the time bubble go when no ones using it?" asked Superboy.

"Do you really want to know?" asked Brainy.

Looking at the spot where the time bubble had been, Superboy shook his head wanting to prevent himself from getting a headache. He then looked around Brainy's lab and thought it felt much longer then three days since he had last been there.

"Strange how much can happen in such a short amount of time isn't it?" asked Brainy, looking around the lab as well.

For a moment Superboy expected Static or Gear to crack a joke but then he remembered they were gone. He turned to Brainy and smiled.

"It's going to take a while to get used to being here again."

Brainy almost agreed but then he remembered that Superboy couldn't get too used to being in this time. He was still going to have to go back and fulfill the role destiny had given him. How long will their relationship last with Superboy going back and forth between time periods, if he would even do such a thing?

"Should we go tell the other's we're back?" asked Superboy.

"Not yet," said Brainy softly. He wrapped his arms around Superboy's neck and pulled him down so their lips met in a kiss.

Wrapping his arms around Brainy's middle, Superboy was more then willing to let the others wait.

-------------------------------------

"Do you have any idea how worried we've been," shouted Saturn Girl, the moment she spotted them come into the lounge. "I know we agreed that going to the past was a good idea but no one said you two should run off together!"

"Saturn Girl, that sounds like they eloped," pointed out Phantom Girl.

"Be that as it may," continued Saturn Girl, blushing slightly, "what do you two have to say for yourselves?"

"Please don't be mad at Superman, Saturn Girl. I'm the one who insisted on going without you," said Brainy.

For a split second, Superboy almost looked around to see if his future self was there but then remembered that he was superman again since his future self, or rather Batman, was no longer around.

"Brainy, why would you-" began Saturn Girl, but then she noticed something. "Brainy, your eyes…"

"They're back to normal," squealed Triplicate Girl, hugging Brainy.

"I've noticed that already," commented Brainy.

Trying not to laugh, Superman thought it was a good thing Triplicate Girl's affectionate ways didn't spark the same reaction that Gear's did. His heart would go out if he got jealous every time Triplicate Girl was nice to Brainy.

"Is everything else back to normal too?" asked Timber Wolf cautiously.

Brainy glanced at Superman and blushed slightly.

"Define normal."

"Good to have yea back Brainy," laughed Bouncing Boy, coming up to stand next to Triplicate Girl and exchanging a smile with her when she released Brainy.

"You guys are lucky nothing happened while you were gone," commented Lighting Lad, but didn't seem angry about it in the least.

"But something could have and for abandoning the team you shall be punished," exclaimed Phantom Girl.

Surprised the other legionnaires turned to Phantom Girl curiously.

"You're both grounded," said Phantom Girl in a tone that sounded much like her presidential mother's commanding presence at huge ceremonies instead of in the lounge of a bunch of teenagers. "At night whenever there aren't any missions and to save on time when we check in on you, Superman shall henceforth sleep in Brainy's room indefinitely."

"Phantom Girl-" began Saturn Girl, looking torn between scolding and approving.

"Fine by me," said Superman brightly, turning the rest of the legion's attention to him. He, in turn, turned to Brainy. "If that's alright with you, that is."

"We're been practically living in the same room for about a week," stated Brainy, trying hard not to smile. "It makes sense to make the arrangement more permanent."

"Then I'll get my stuff," said Superman, leaning in and kissing Brainy's cheek.

Silence filled the lounge until Triplicate Girl let out a large squeal. She continued to divide herself into her three parts and run from the room.

"Where are they going?" asked Lighting Lad.

"Probably to move Superman's stuff for him," said Phantom Girl, smirking.

Superman made a face.

"Oh no they're not!"

The remaining legionnaires watched as Superman sped after the giggling girls.

"When did this happen?" asked Saturn Girl, surprised but happy sounding.

"Way back in the past," said Brainy.

"Brainy, was that a joke?" asked Bouncing Boy.

For the first time in his life Brainy found himself being thankful towards Brainiac. It was strange, almost ironic that the memories Brainiac passed down to his descendents would cause so much trouble but do so much good. If not for the memories, it was possible that Brainy and Superman would never had gotten closer and that without their influence Richie and Virgil may have never admitted to anything more then friendship.

There were other examples but those were the most prominent in Brainy's mind. Then there was the way Brainy felt different like another part of his mind had opened up. He found himself thinking differently, less black and white, and saying things he never would have considered before. The urge to smile more was stronger now and his emotions had an overall bigger part in his decisions.

Then again maybe it was the knowledge that he was loved that caused this and not an after effect of dealing with Brainiac's memories?

Brainy had just finished rearranging things in his room to make room for Superman's things when Triplicate Girl blasted in. She seemed to instinctively know where Brainy had made empty spaces for she quickly put everything away and was gone before the genius had time to ask any of the five W's.

Soon after Triplicate Girl made her exit, Superman made his entrance looking mildly annoyed. All he was carrying was the photograph of his adoptive parents holding him as a baby.

"She even grabbed my underwear."

Stifling a laugh, something else that was happening more often, Brainy looked at Superman curiously.

"Why didn't you stop her then?"

"All three of her pouted," said Superman hesitantly. "I thought she was going to cry if I didn't let her help."

'Not just because you're Superman. Because you're you. You have the biggest heart out of anyone I have never met and it will be your greatest strength,' Brainy remembered himself saying when he had shown Superman the statue of the Justice League in the park on Valentine's day.

_Definitely the biggest heart_, thought Brainy, stretching his neck slightly to give Superman a kiss on the cheek.

"Ah, where can I put this?" asked Superman, suggesting to the frame and blushing.

"Anywhere you like," said Brainy.

"It's your room," said Superman.

"Our room," corrected Brainy.

Again, Superman blushed and looked at the ground nervously.

"I'm not that familiar with the dating customs of the 21st centaury but I know people starting out don't typically live together," said Brainy. "If you want to move back to your own room-"

"No," said Superman quickly. He laughed nervously at Brainy's slight jump from his shout. "Er, no, that's not it. It's just that I don't know much of anything about Coluan traditions. I don't want to offend you or push you away or, or anything that, that could make me loose you."

Brainy's eyes widened at Superman's words but then smiled softly.

"Besides Brainiac Two's mother and Brainiac Two,�I'm the first Coluan to ever date an outsider," said Brainy, placing his hands over Superman's upon the frame. "And I've been living with many human like species for just over three years now. Just being off my planet would be enough to horrify most of my kind, probably why none of them came to hunt me down and take me back. I may still be influenced by my culture but I'm not going to let it push you away from me. It's other things that worry me."

Superman hesitated for a moment but pulled away just long enough to set the frame down on the dresser before pulling Brainy to sit down next to him on the bed.

"Do you want to talk about it?"

Now it was Brainy's turn to hesitate. He had thought of these things before but had decided to hide them yet he had mentioned their existence. Could he really discuss them so soon?

"You've met Brainiac," stated Brainy, deciding to stick to something Superman knew at least a little about, "but I suppose I'm still worried what will happen when you've had enough encounters with him that you hate him."

"I hated him before I met him" stated Superman, surprising Brainy. "I hate how miserable he seems to make you, how much his memory has hurt you." He touched the side of Brainy's face. "There isn't that much he could do that is worse then that."

Like before when Brainy should have felt relief, he felt his mind rejecting everything Superman had said and thinking of everything that could go wrong. The reasons now wanted to jump off of his tongue and strangle him with reality.

"I'm different, even from other Coluans. Don't you care that I'm half fake?"

"You're not fake, Brainy," said Superman.

"My mechanical parts-" began Brainy.

"They're not fake," said Superman. "They're a part of you."

To emphasize his point, Superman grabbed hold of Brainy's hand and kissed the black lines on his fingers that showed just one of the additions made to him.

Brainy's mind raced. He thought of the main body of arguments of why this relationship was doomed, but most Superman knew already or wouldn't know unless their relationship progressed. Superman accepted the reasons he knew and Brainy could work on the ones he didn't such as his issues with intimacy.

Leaning forward to rest against Superman, Brainy realized there wasn't much the other things until later in the relationship.

"There, there are other things that I can't tell you yet, but I'd like to, someday."

The fact that there was more worried Superman but he didn't want t push Brainy by demanding to know right away. He wrapped his arms around Brainy and kissed his forehead, whispering, "Alright."

It was then Superman noticed something on Brainy's back. He pulled it off and examined it.

"Brainy, what's this?"

Sitting up, Brainy's eyes widened. It was a Bat shaped tracking device, but when could Batman have put it on him. They were never within a foot of each other. He looked from the device up to Superman.

"I think that kiss was a distraction."

Superman blinked.

"What?"

"Your future self and Batman talked for a bit. Batman had plenty of time to slip your future self the device and the kiss was a perfect distraction to put it on me," explained Brainy, remembering how future Superman had touched his back when he had kissed his cheek.

"Why would I do that though?" asked Superman.

"You'll come to trust Batman," said Brainy. "He probably just asked you to."

"But why would Batman want this-"

"Tracking device."

"This tracking device on you? He knew you were going back to the future. What would it accomplish?" asked Superman.

"You'll have to ask him when you are your future self," said Brainy.

"This is so confusing," commented Superman.

"Time travel usually is," said Brainy, taking the tracking device from Superman to get a closer look at it; it was still giving off a signal. "Take our original voyage into the past to get your in the first place. You didn't know how to use all of your powers and you've been learning to use them here. You may only have become a great hero because we knew you would become a great hero and brought you here."

"So you're saying that if it wasn't for interference from the future that the past, my time, could have been different?" asked Superman.

"Most likely," said Brainy, holding up the device. "And even though the owner of this device has been gone for over ten thousand years he knew that when it arrived in the future it would still be new and functional. After we left that past he had plenty of time to make use of that knowledge."

"But like you said, he's gone. What could he possibly do with it?" asked Superman.

"Numerous things," stated Brainy. "Possibly have a trusted line of descendents watch for the signal with a set of instructions on what to do when we arrived back from the past. Or he could have hidden a device that will reactivate with the arrival of the signal and deliver itself to us."

"Brainy, what could he have possibly made that would last ten thousand years?" asked Superman.

The headquarters alarm went off.

"We might be finding that out in just a moment," said Brainy.

The legionnaires rushed out of the headquarters to see what had set off the alarm and jaws dropped at the long forgotten sight of what used to send criminals running down the ancient streets of old Gotham, the Batmobile.

Somehow, the Batmobile had been kept in nearly perfect condition. It's body, though old, rusting and filthy from years of sitting kept it's basic shape and, after a good wash, would still be any auto enthusiast's dream. The wheels, since the rubber ones never would have lasted even if all it did was sit, had been replaced with a material that had been created towards the end of Batman's lifetime; rubberlastic, a form of rubber that would never decay though it had never been used for wheels at that time. They were solid rubberlastic as well, not having to worry about the air ever leaking out or needing refilling.

"The Batmobile," whispered Bouncing Boy, the shock just starting to fade away. Excitement filled him. "THEE Batmobile!" He turned into a ball and bounced around a few times in unbridled joy.

"Besides the fact that it's old, what's the big deal?" asked Lighting Lad. "Batman was a vigilante that hid his face. He didn't even have powers."

Turning back to his human form, Bouncing Boy turned to Lighting Lad.

"You obviously never talked with Lyle," He didn't notice Saturn Girl glare at him or Brainy pointedly look away, "Batman was one of the most amazing superheroes of the 21st centaury! He did everything and more heroes back then did without powers and those with powers still feared and respected him. He helped found the Justice League and he was said to be one of the most brilliant minds of the time!"

"Bouncy, stop talking about Batman in front of Superman," exclaimed Triplicate Girl, covering his mouth with her hand.

"It's alright, Clark and I met Batman when we were in the past," said Brainy.

"And you didn't get an autograph?" demanded Bouncing Boy, looking more dismayed then when something broke on the Legion Cruiser.

"I doubt he would have given one," said Brainy.

"I thought we weren't supposed to interfere with the past," said Timber Wolf.

"We didn't have much of a choice," said Superman.

"So you guys met both Gear and Batman," began Bouncing Boy.

"We also met Static and Brainiac," said Superman.

The other legionnaires looked at Brainy as if expecting him to explode, but the genius didn't seem to be listening. He was too busy examining the Batmobile's structure.

"Lyle would be so jealous," commented Bouncing Boy.

"Who's Lyle," asked Timber Wolf.

The other legionnaires that had been in the legion since before Superman or Timber Wolf glanced at Brainy again, but he still didn't seem to be listening. He had moved to the other side of the Batmobile and away from the conversation.

"He was a legionnaire," said Saturn Girl and left it at that.

Brainy examined the Batmobile at the door now and saw that instead of a keyhole it had been replaced by a locking device that needed a small bat shaped item to be placed in it to open. He put the tracking device into it.

The lock came to life, scanning the tracking device, beeping and clicking as it went. After about a minute there was a loud click and the door popped open.

Brainy pulled the door open all the way and saw that it was filled with metallic boxes with locked timers.

"He sent us some sort of time capsule on wheels filled with more time capsules that won't open until the timers go off."

"He probably didn't want to interfere with history," said Saturn Girl, moving around the car to stand beside Brainy. "It looks like one will be opening soon."

Picking up the aforementioned box, Brainy watched as the timer went down to it's final seconds and clicked open. He first noted that the box had been air tight and nothing inside had been damaged by time. He lifted out a big brown envelope and, upon reading the name upon it, held it up in the air.

"I think I spoke too soon Bouncing Boy."

Bouncing over the Batmobile, Bouncing Boy took the envelope and stared at the handwriting of his name. He, very, carefully opened it and pulled out a slip of paper. Unfolding it, he read it out loud;

"Dear Bouncing Boy, Brainy was right. Batman wouldn't give an autograph but I got you these instead, Superman."

The legionnaires now looked at Superman, who shrugged.

"Future me."

Digging into the envelope again Bouncing Boy pulled out two large photographs. One was of Static and Gear, with his helmet on, in the garage making faces at the camera. Below their faces were their autographs and, in the corner, was the tip of Batman's cape looking as though he had escaped the frame just in time. It must have been taken shortly after Brainy and this Superman left that past. The other was of Batman in some unrecognizable location, glaring at the camera as if the person behind it was about to die the most horrifying death imaginable.

"Future Superman rocks," shouted Bouncing Boy but upon noticing Superman's look he said, "You rock!"

Brainy pulled out another envelope and handed it to Superman. He pulled out a third one with his own name on it. They were both in Batman's handwriting, instead of Superman's like on Bouncing Boy's envelope. Both envelopes also had an underlined sentence underneath their names 'Read this Alone'.

"I'm assuming, since it says it on both of our envelopes, it means without each other as well."

"Probably," said Superman, wondering what was in it. He scanned it quickly with his x-ray vision and saw the phrase 'Break his heart and I'll kill you' on a solitary piece of paper. He felt himself loose all the blood from his face.

"After we unload everything, do you think you could repair this Bouncing Boy?" asked Brainy, suggesting towards the Batmobile.

"R-Really?" asked Bouncing Boy.

"Batman was one of earth's greatest heroes," said Brainy, touching the hood gently. "There ought to be something of his in his memory at the Gotham Museum."

"Can't we keep it?" asked Phantom Girl flying over and admiring it. "It was Batman's after all, shouldn't it be with other heroes?"

"Headquarters gets attacked all the time. It could get destroyed if we keep it here," said Brainy. "We'll fix it and give it to a museum."

"I get to work on the Batmobile," said Bouncing Boy happily. "Superman, kiss Brainy for me."

The idea of kissing Brainy brought Superman's thoughts away from Batman's threat and he smiled.

"Okay!"

The boxes were unloaded and kept in a safe section of Brainy's lab that wouldn't be damaged even if headquarters exploded. At the same time the Batmobile was moved to the hanger with the Cruiser, Bouncing Boy being very disappointed that it wouldn't drive for anyone besides Brainy, was very excited when Brainy let him sit in the passenger seat.

"When the Batmobile is all fixed you're taking me for a proper ride before you take it to the museum," Phantom Girl had said, very disappointed that she had to sit in the back during the short drive to the hanger.

Now Brainy sat alone in his lab with the envelope. He carefully opened it and pulled out the contents; three smaller envelopes.

The first envelope contained a small computer chip and a note that read;

_Superman said that lots of the facts of history had been lost. Gear, with the information Backpack took from you, helped me design this chip so it would still work in the 31__st__ centaury. It contains names, dates and everything about all the heroes of my lifetime that they were willing to tell the future including a few secret identities and personal views on incidents during our time. After Superman has done everything that needs to be done in the past, your can use it to create a museum in your time remembering us. Static still doesn't want the name of his headquarters to be known but Gear says to publish it anyway._

_- Batman_

Before moving on to the next envelope, Brainy put the chip in a special case and placed it and the letter in the safe he used to keep his kryptonite in. He then opened the second envelope which had a bat shaped computer chip and another note reading;

_If you are ever in the past and need me, use this._

_- Batman_

Looking at the chip more closely, Brainy saw that it could be integrated into the systems in his arm and, if activated, give off a homing signal. That would take some time to do, so it was placed to the side for the moment.

The last envelope was thicker. He first pulled out a piece of paper reading;

_Clark insisted._

_-Bruce Wayne_

Brainy blinked at the name. It was still Batman's handwriting but Batman's identity had been something lost to time and though the information could no longer be used against him in the 31st centaury Batman had to know there was always a chance his time capsule wouldn't have made it to him and the information stolen when he was still alive.

Unable to help it, Brainy smiled and touched the name.

The rest of the envelope was filled with pictures. The first couple were of Clark at his job at the Daily Planet, one of which was with Lois Lane. Another was of Superman with a few newspaper clippings paper clipped to it.

After that were pictures taken of Richie and Virgil at various places goofing off, a couple with Mr. Hawkins and Virgil's sister Sharon. There were none of Richie's family but a few of Static and Gear and related newspaper clippings included one by Clark Kent of the Daily Planet. Future Superman had been right when he said there would be no mention of Brainy or past Superman in the article.

Last of all were pictures of the Robin's outside of their costumes labeled Dick Grayson and Tim Drake at various ages along with Barbara Gordon AKA Batgirl. There was only one of Bruce Wayne and it was of him reading in an arm chair reading as if he was ignoring the fact the picture was being taken. Among them there were pictures of an older man labeled Alfred, who looked like a butler. Some of them with Alfred were in the Batcave so he had to have known his master's secret, perhaps even helped in it. Then there was ones of the Robins, Nightwing, Batgirl and Batman with less newspaper clippings then the others.

Brainy wasn't sure why Batman said to open the envelope alone but he supposed that it was to keep the note and pictures of his secret identity to himself until Superman learned Batman's identity on his own in the past. He put all of the notes, pictures and newspaper clippings into the safe besides the pictures of Richie and Virgil. These he felt sure that he could share with Clark.


End file.
